BALANCED CARE CORP
3RD AMDMT TO STOCK PLEDGE AGRMT
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>9
<FILENAME>w48320ex10-8.txt
<DESCRIPTION>3RD AMDMT TO STOCK PLEDGE AGRMT
<TEXT>

<PAGE>   1
Exhibit 10.8

                    THIRD AMENDMENT TO STOCK PLEDGE AGREEMENT

         This Third Amendment Agreement (this "Amendment") to that certain Stock
Pledge Agreement (as amended, the "Stock Pledge Agreement") entered into as of
April 18, 2000 by and among Balanced Care Corporation, a Delaware corporation
("BCC"), the other parties identified as Pledgors on the signature pages hereto,
all of which are Delaware corporations and are wholly-owned subsidiaries of BCC
(collectively referred to herein as "Subsidiaries", and together with BCC,
collectively the "Pledgor"), the parties identified as Companies on the
signature pages hereto, all of which are Delaware corporations (individually, a
"Company" and collectively, the "Companies"), FRR Investments Limited, a Cayman
Islands corporation ("FRR"), and IPC Advisors S.A.R.L., a Luxembourg corporation
("IPC"), is entered into as of this 5th day of January, 2001 by and among the
Pledgor, the Companies, FRR, IPC, HR Investments Limited, a Cayman Islands
corporation ("HR"), RH Investments Limited, a Cayman Islands corporation ("RH")
and VXM Investments Limited, a Cayman Islands corporation ("VXM") (FRR, IPC, HR,
RH and VXM are collectively referred to as the "Secured Party").

         WITNESSETH:

         WHEREAS BCC has issued certain Promissory Notes (the "Promissory
Notes") dated (i) November 6, 2000 in favor of each of RH, HR and VXM, in each
case, in the original principal amount of $2,166,666.66, and (ii) December 7,
2000 in favor of each of RH, HR and VXM, in each case, in the original principal
amount of $500,000, evidencing a loan (the "Loan") to BCC by RH, HR and VXM in
the aggregate amount of $8,000,000, the proceeds of which have been advanced to
BCC;

         AND WHEREAS Pledgor agreed as a condition precedent to the advance of
the Loan to provide collateral security to the Secured Party and to execute and
deliver this Amendment in favor of the Secured Party;

         AND WHEREAS the security interest in the shares of BCC at Darlington,
Inc., Balanced Care at Butler, Inc., Balanced Care at Eyers Grove, Inc.,
Balanced Care at North Ridge, Inc. and Balanced Care at Sarver, Inc. created
hereunder in favor of the Secured Party is part of such collateral security and
was
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intended by the parties to be part of the same transaction as the advance of the
Loan;

         AND WHEREAS Pledgor, being all of the shareholders of the Companies,
has received a direct benefit from the consummation of the transactions
evidenced by the Promissory Notes;

         NOW THEREFORE, the parties hereby agree as follows:

1.       INCORPORATION OF RECITALS; DEFINITIONS.

         The recitals set forth above are incorporated herein by reference and
are made a part hereof to the same extent as if such recitals were set forth
herein. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Stock Pledge Agreement.

2.       EQUITY PLEDGE.

         (a)      Schedules 2 and Schedule 3 to the Pledge Agreement are each
                  hereby amended by incorporating Schedules A and B attached
                  hereto into such schedules, respectively.

3.       MISCELLANEOUS.

         (a)      Except as expressly amended or modified by this Amendment, the
                  terms and conditions of the Stock Pledge Agreement shall
                  remain in full force and effect.

         (b)      Other than with respect to the restriction on the Secured
                  Party's right to foreclose on the Pledged Interests identified
                  as numbers 22 through and including number 42 on Schedule 2 of
                  the Stock Pledge Agreement, each Pledgor hereby reaffirms and
                  restates the representations and warranties set forth in the
                  Stock Pledge Agreement, as amended by this Agreement, and all
                  such representations and warranties shall be true and correct
                  on the date hereof (unless expressly related to an earlier
                  date) with the same force and effect as if made on such date.
                  Each Pledgor represents and warrants (which representations
                  and warranties shall survive the execution and delivery
                  hereof) to the Secured Party that on the date hereof:
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                  i.       It has the corporate power and authority to execute,
                           deliver and carry out the terms and provisions of
                           this Agreement and the transactions contemplated
                           hereby and has taken or caused to be taken all
                           necessary corporate action to authorize the
                           execution, delivery and performance of this Agreement
                           and the transactions contemplated hereby;

                  ii.      Except as already obtained, no consent of any other
                           person (including, without limitation, shareholders
                           or creditors of any Pledgor), and no action of, or
                           filing with any governmental or public body or
                           authority is required to authorize, or is otherwise
                           required in connection with the execution, delivery
                           and performance of this Agreement;

                  iii.     This Agreement has been duly executed and delivered
                           on behalf of each Pledgor by a duly authorized
                           officer, and constitutes a legal, valid and binding
                           obligation of each Pledgor enforceable in accordance
                           with its terms, subject to bankruptcy,
                           reorganization, insolvency, moratorium and other
                           similar laws affecting the enforcement of creditors'
                           rights generally and the exercise of judicial
                           discretion in accordance with general principles of
                           equity; and

                  iv.      The execution, delivery and performance of this
                           Agreement will not violate any law, statute or
                           regulation, or any order or decree of any court or
                           governmental instrumentality having jurisdiction over
                           any Pledgor, any Company or any property owned by any
                           Pledgor or any Company, or conflict with, or result
                           in the breach of, or constitute a default under any
                           contractual obligation of any Pledgor or any Company
                           (other than any breach or default under (a) Section
                           10.1.6 of those certain Master Lease and Security
                           Agreements (collectively, the "Master Leases")
                           between Nationwide Health Properties, Inc. and/or MLD
                           Delaware Trust (individually and collectively, the
                           "NHP Lessor") and the Companies appearing as numbers
                           22 through and including 32 on Schedule 2 of the
                           Stock Purchase Agreement and
<PAGE>   4
                           (b) Section 3(b) of those certain Guarantees dated as
                           of July 1, 2000 (collectively, the "Guarantees") by
                           BCC in favor of the NHP Lessor, in each case, in the
                           event the Secured Party forecloses on the Pledged
                           Interests of such Companies without obtaining the
                           prior written consent of the NHP Lessor).

         (c)      This Amendment may be executed in one or more counterparts,
                  each of which shall constitute an original but all of which
                  shall constitute one and the same instrument. Delivery of an
                  executed counterpart of a signature page to this Agreement by
                  telecopier shall be effective as delivery of a manually
                  executed signature page hereto.

         (d)      The Secured Party agrees to forebear from taking any action to
                  foreclose on the Pledged Interests of the Companies appearing
                  as numbers 22 through and including 42 on Schedule 2 of the
                  Stock Pledge Agreement without obtaining the prior written
                  consent of the applicable NHP Lessor if such foreclosure would
                  result in a breach or default under Section 10.1.6 the Master
                  Leases and/or Section 3(b) of the Guarantees. If the Secured
                  Party so requests, the Pledgor hereby agrees to use their best
                  efforts to obtain the consents referred to in the immediately
                  preceding sentence.

         (e)      This Amendment may be amended only by a writing signed by all
                  of the parties hereto.

         (f)      This Amendment and the construction and enforcement hereof
                  shall be governed in all respects by the laws of the
                  Commonwealth of Pennsylvania exclusive of its conflicts of
                  laws principles.

4.       CONDITION TO EFFECTIVENESS

         (a)      This Amendment shall not become effective until the Pledgor
                  has obtained the written consent of Heller Financial, Inc. to
                  execute this Amendment.


                Remainder of this page intentionally left blank.
<PAGE>   5
         IN WITNESS WHEREOF, Pledgor, each Company and Secured Party have caused
this Amendment to be duly executed and delivered under hand and seal, all as of
the day and year first above written.

                               PLEDGOR:

                               BALANCED CARE CORPORATION


                               By:/s/Robin L. Barber
                               Name: Robin L. Barber
                               Title:  Senior Vice President and Legal Counsel

                               BALANCED CARE REALTY I, INC.
                               BALANCED CARE REALTY II, INC.
                               BALANCED CARE REALTY III, INC.
                               BALANCED CARE REALTY IV, INC.
                               BALANCED CARE REALTY V, INC.
                               BALANCED CARE REALTY VI, INC.
                               BALANCED CARE REALTY VII, INC.
                               BALANCED CARE REALTY VIII, INC.
                               BALANCED CARE REALTY IX, INC.
                               BALANCED CARE REALTY X, INC.
                               BALANCED CARE REALTY XI, INC.
                               BALANCED CARE REALTY XII, INC.
                               BALANCED CARE REALTY XIII, INC.
                               BALANCED CARE REALTY XIV, INC.
                               BALANCED CARE REALTY XV, INC.
                               BALANCED CARE REALTY XVI, INC.
                               BALANCED CARE REALTY XVII, INC.
                               BALANCED CARE REALTY XVIII, INC.
                               BALANCED CARE REALTY XIX, INC.
                               BALANCED CARE REALTY XX, INC.
                               BALANCED CARE REALTY XXI, INC.
                               BALANCED CARE REALTY XXII, INC.
                               BALANCED CARE REALTY XXIII, INC.
                               BALANCED CARE REALTY XXIV, INC.
                               BALANCED CARE REALTY XXV, INC.

                               By:/s/Robin L. Barber
                               Name: Robin L. Barber
                               Title:  Vice President and Secretary
<PAGE>   6
                               BALANCED CARE REALTY XXVI, INC.
                               BALANCED CARE REALTY XXVII, INC.
                               BALANCED CARE REALTY XXVIII, INC.
                               BALANCED CARE REALTY XXIX, INC.
                               BALANCED CARE REALTY XXX, INC.
                               BALANCED CARE REALTY XXXI, INC.
                               BALANCED CARE REALTY XXXII, INC.
                               BALANCED CARE REALTY XXXIII, INC.
                               BALANCED CARE REALTY XXXIV, INC.
                               BALANCED CARE REALTY XXXV, INC.
                               BALANCED CARE REALTY XXXVI, INC.
                               BALANCED CARE REALTY XXXVII, INC.
                               BALANCED CARE REALTY XXXVIII, INC.
                               BALANCED CARE REALTY XXXIX, INC.
                               BCC AT HARRISBURG, INC.
                               BALANCED CARE AT TALLAHASSEE, INC.
                               BALANCED CARE AT PENSACOLA, INC.
                               BALANCED CARE AT HILLIARD, INC.
                               BALANCED CARE AT AKRON, INC.
                               BALANCED CARE AT YORK, INC.
                               BALANCED CARE AT HAGERSTOWN, INC.
                               BALANCED CARE AT BRISTOL, INC.
                               BALANCED CARE AT JOHNSON CITY, INC.
                               BALANCED CARE AT MURFREESBORO, INC.
                               BALANCED CARE AT TEAY'S VALLEY, INC.


                               By:/s/Robin L. Barber
                               Name: Robin L. Barber
                               Title: Vice President and Secretary


                                       2
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                               COMPANIES:

                               BALANCED CARE REALTY AT ALTOONA, INC.
                               BALANCED CARE REALTY AT BERWICK, INC.
                               BALANCED CARE REALTY AT LEWISTOWN, INC.
                               BALANCED CARE REALTY AT MANSFIELD, INC.
                               BALANCED CARE REALTY AT MARTINSBURG, INC.
                               BALANCED CARE REALTY AT MAUMELLE, INC.
                               BALANCED CARE REALTY AT MOUNTAIN HOME, INC.
                               BALANCED CARE REALTY AT PECKVILLE, INC.
                               BALANCED CARE REALTY AT READING, INC.
                               BALANCED CARE REALTY AT SCRANTON, INC.
                               BALANCED CARE REALTY AT SHERWOOD, INC.
                               BALANCED CARE REALTY AT STATE COLLEGE, INC.
                               BCC AT WEST VIEW, INC.
                               BCC AT MID-VALLEY, INC.
                               BCC AT OLD FORGE, INC.
                               BCC AT BLOOMSBURG, INC.
                               BCC AT KINGSTON I, INC.
                               BCC AT KINGSTON II, INC.
                               BCC AT BLAKELY, INC.
                               EXTENDED CARE OPERATORS OF HARRISBURG, L.L.C.
                               BCC AT HARRISBURG, INC.
                               C & G HEALTHCARE AT TALLAHASEE, L.L.C.
                               C & G HEALTHCARE AT PENSACOLA L.L.C.
                               ELDER CARE OPERATORS OF LAKEMONT FARMS, LLC
                               ELDER CARE OPERATORS OF HILLIARD, LLC
                               ELDER CARE OPERATORS OF AKRON, LLC
                               ELDER CARE OPERATORS OF YORK, LLC
                               C & G HEALTHCARE AND HAGERSTOWN L.L.C.
                               ELDER CARE OPERATORS OF BRISTOL LLC
                               C & G HEALTH CARE AT JOHNSON CITY, L.C.C.
                               ELDER CARE OPERATORS OF MURFREESBORO LLC
                               C & G HEALTHCARE AT TEAY'S VALLEY L.C.C.


                               By:/s/Robin L. Barber
                               Name: Robin L. Barber
                               Title: Vice President and Secretary


                                       3
<PAGE>   8
                               BALANCED CARE AT TALLAHASSEE, INC.
                               BALANCED CARE AT PENSACOLA, INC.
                               BALANCED CARE AT LAKEMONT FARMS, INC.
                               BALANCED CARE AT HILLIARD, INC.
                               BALANCED CARE AT AKRON, INC.
                               BALANCED CARE AT YORK, INC.
                               BALANCED CARE AT HAGERSTOWN, INC.
                               BALANCED CARE AT BRISTOL, INC.
                               BALANCED CARE AT JOHNSON CITY, INC.
                               BALANCED CARE AT MURFREESBORO, INC.
                               BALANCED CARE AT TEAY'S VALLEY, INC.
                               BCC AT DARLINGTON, INC.
                               BALANCED CARE AT BUTLER, INC.
                               BALANCED CARE AT EYERS GROVE, INC.
                               BALANCED CARE AT NORTH RIDGE, INC.
                               BALANCED CARE AT SARVER, INC.


                               By:/s/Robin L. Barber
                               Name: Robin L. Barber
                               Title: Vice President and Secretary


                                       4
<PAGE>   9
                               SECURED PARTY:

                               FRR INVESTMENTS LIMITED


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

                               IPC ADVISORS S.A.R.L.


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

                               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

                               VXM INVESTMENTS LIMITED


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


                                       5
<PAGE>   10
                                   SCHEDULE A


                                    COMPANIES

1.   BCC AT DARLINGTON, INC.
2.   BALANCED CARE AT BUTLER, INC.
3.   BALANCED CARE AT EYERS GROVE, INC.
4.   BALANCED CARE AT NORTH RIDGE, INC.
5.   BALANCED CARE AT SARVER, INC.


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</DOCUMENT>
