EXHIBIT 10.4
AGREEMENT TO PROVIDE MANAGEMENT SERVICES
This Agreement made as of this 30th day of September, 1999,
by and between Senior Care Management Group, LLC, a Delaware limited
liability company ("SCMG") (SCMG is sometimes hereinafter referred to as
"Manager"), on the one hand, and LTC Healthcare, Inc., a Nevada corporation
("LTI"), and its subsidiaries LTC Healthcare of Fort Valley, Inc., a Nevada
corporation ("LTI-Fort Valley"), LTC Healthcare of Statesboro, Inc., a Nevada
corporation ("LTI-Statesboro"), LTC Healthcare of Xxxxxx, Inc., a Nevada
corporation ("LTI-Xxxxxx"), LTC Healthcare of Atlanta, Inc., a Nevada
corporation ("LTI-Atlanta"), LTC Healthcare of Xxxxxxx, Inc., a Nevada
corporation ("LTI-Xxxxxxx"), LTC Healthcare of New Port Xxxxxx, Inc., a
Nevada corporation ("LTI-New Port Xxxxxx"), LTC Healthcare of Tyler, Inc., a
Nevada corporation ("LTI-Tyler"), LTC Healthcare of Converse, Inc., a Nevada
corporation ("LTI-Converse"), LTC Healthcare of Xxxxxxx, Inc., a Nevada
corporation ("LTI-Xxxxxxx"), LTC Healthcare of Coffeyville, Inc., a Nevada
corporation ("LTI-Coffeyville"), LTC Healthcare of Salina, Inc., a Nevada
corporation ("LTI-Salina"), LTC Healthcare of Xxxxxx Springs, Inc., a Nevada
corporation ("LTI-Xxxxxx Springs"), LTC Healthcare of Xxxxxxx, Inc., a Nevada
corporation ("LTI-Xxxxxxx"), LTC Healthcare of Chicopee, Inc., a Nevada
corporation ("LTI-Chicopee"), LTC Healthcare of Holyoke, Inc., a Nevada
corporation ("LTI-Holyoke"), LTC Healthcare of Springfield, Inc., a Nevada
corporation ("LTI-Springfield"), LTC Healthcare of South Xxxxxx, Inc., a
Nevada corporation ("LTI-South Xxxxxx") and LTC Healthcare Receivables, Inc.,
a Nevada corporation ("LTI-Receivables") (LTI, LTI-Fort Valley,
LTI-Statesboro, LTI-Xxxxxx, LTI-Atlanta, LTI-Xxxxxxx, LTI-New Port Xxxxxx,
LTI-Xxxxx, LTI-Converse, LTI-Xxxxxxx, LTI-Coffeyville, LTI-Salina, LTI-Xxxxxx
Springs, LTI-Xxxxxxx, LTI-Chicopee, LTI-Holyoke, LTI-Springfield and
LTI-South Xxxxxx are sometimes hereinafter individually and collectively
referred to as "Tenant"), on the other hand.
WHEREAS, Tenant anticipates acquiring certain interests in
and to certain skilled nursing or assisted living facilities (individually,
each a "Facility" and collectively, the "Facilities"), which interests and
Facilities are more particularly described on Exhibit "A" attached hereto and
incorporated herein, and LTI-Receivables anticipates acquiring certain
accounts receivable generated from the operation of certain skilled nursing
facilities, as more particularly described on Exhibit "B" attached hereto and
incorporated herein;
WHEREAS, in such event, Tenant desires to retain a
qualified party to manage all of the Facilities on Tenant's behalf;
WHEREAS, Manager is experienced and qualified in the field
of health care management;
WHEREAS, Tenant has determined that Manager's fee is
economical in light of the range of services which it provides; and
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WHEREAS, Manager is willing to operate all of the
Facilities on Tenant's behalf and to collect certain accounts receivables on
behalf of LTI-Receivables, pursuant to the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing premises
and the mutual covenants herein contained, IT IS AGREED AS FOLLOWS:
0. DELEGATION OF DUTIES AND OBLIGATIONS: Effective as of 11:59
p.m. September 30, 1999, Tenant hereby assigns and delegates to Manager all
duties and obligations of Tenant under those certain Interim Management
Agreements of approximately even date herewith, each by and between one of
Tenant and Xxxxxxx X. Xxxxxx, Xx., the duly appointed Examiner of NewCare
Health Corporation, et al., Case No. 99-44161-HJB, U.S. Bankruptcy Court,
District of Massachusetts (Western Division) ("Examiner") (collectively, the
"Interim Agreements"), and Manager hereby accepts and assumes such
assignments and each and every duty and obligation of Tenant under, pursuant
to and in accordance with the Interim Agreements.
1. MANAGEMENT AND CONSULTING RESPONSIBILITIES OF MANAGER:
Effective upon Tenant's licensure with respect to each Facility, Tenant
hereby engages Manager and Manager hereby accepts such engagement and agrees
to provide management, consulting and advisory services to Tenant in
connection with the operation of the Facilities, upon the terms and
conditions set forth in this Agreement. By entering into this Agreement,
Tenant grants to Manager a right to possession of the Facilities but does not
delegate to Manager any powers, duties or responsibilities which it is
prohibited by law from delegating but Tenant does hereby grant to Manager the
exclusive right to possession of the Facilities, subject to Tenant's right to
enter the Facilities from time to time to ensure Manager's compliance with
its obligations under this Agreement. Tenant also retains such other
authority as shall not have been expressly delegated to Manager pursuant to
this Agreement. Subject to the foregoing, Manager shall provide the following
services:
a. OPERATIONAL POLICIES AND FORMS: Manager shall
develop and implement such operational policies and procedures as may be
necessary to ensure the initial and ongoing licensure of the Facilities and
for the efficient and effective operation of the Facilities from and after
the date of the issuance of licenses to operate the Facilities (individually,
each a "License" and collectively, the "Licenses") and the Facilities from
and after the commencement of the operation thereof and shall from time to
time during the term hereof develop such new policies and procedures as shall
be necessary to ensure the establishment and maintenance of operations
standards appropriate for the nature of the Facilities.
b. CHARGES: In accordance with the annual budgets and
projects approved by Tenant pursuant to Section 1(l), Manager shall establish
the schedules of recommended charges, including any and all special charges
for services rendered to the residents at the Facilities. Tenant shall have
the right to approve the charge schedules established by Manager, which
approval shall not be unreasonably withheld.
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c. INFORMATION: Manager shall develop any
informational material, mass media releases, and other related publicity
materials, which are necessary or appropriate in securing the Licenses and/or
for the operation of the Facilities.
d. REGULATORY COMPLIANCE: Manager shall assist Tenant
in securing the initial licensure of the Facilities and shall thereafter
maintain all licenses, permits, qualifications and approvals from any
applicable governmental or regulatory authority for the operation of the
Facilities, including but not limited to maintaining the Licenses and quality
assessment and assurance committees as required for Medicare and Medicaid
certification as skilled nursing facilities. Accordingly, Manager shall
manage the operations of the Facilities in full compliance with all
applicable laws and regulations as an expense of the Facilities and shall
promptly correct all deficiencies related to the operation of the Facilities
issued by any governmental or regulatory authority; provided, however, that
in the event that any such deficiencies require expenditures in excess of
Fifty Thousand Dollars ($50,000.00), then Manager shall be required to
consult with, and seek the approval of, Tenant prior to correcting any such
deficiencies. In addition to the foregoing, to the extent permitted by law,
Manager agrees as follows:
i. to represent the Facilities (A) in their
day-to-day dealings with regulatory and rate-setting authorities, creditors,
patients, patient families, representatives of the State Ombudsman, consumer
organizations, personnel, agents for collection and insurers and (B) in all
formal or informal proceedings before state and federal agencies engaged in
the regulation, payment rate-setting and licensing of skilled nursing or
assisted living facilities (as applicable); provided, however, that Tenant
retains the right, but not the obligation, to attend and participate in any
and all hearings, interviews and proceedings of any kind and nature
concerning the Facilities or their operations or concerning Manager which
might have an impact on the Facilities or their operations, including but not
limited to any violation of any statute or regulation that may result in the
impositions of penalties, fines, court or administrative orders or licensure
revocation; and
ii. to provide Tenant, within five (5)
business days of receipt, all correspondence, notices, rulings, written
summaries of oral communications, announcements or any other communication of
any sort from any regulatory agency, including public, quasi-public and
private entities, regarding the Facilities, their operations or related to
matters which might have a material impact on the operations of the
Facilities, such as announcements of the establishment of accreditation
committees, new oversight policies and other matters, or which may impact
Manager's performance of its obligations hereunder.
e. EQUIPMENT AND IMPROVEMENTS: From and after the
issuance of the Licenses and from and after the commencement of operations,
Manager shall make all necessary and approved repairs, replacements and
maintenance within the budgetary limits set forth in the annual capital
budget prepared by Manager pursuant to Paragraph 1(l), in a workmanlike and
lien free manner and in compliance with the requirements of any governmental
or regulatory authority.
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f. ACCOUNTING: Manager shall, at its expense, provide
home office and accounting support to the Facilities. All accounting
procedures and systems utilized in providing said support shall be in
accordance with the operating capital and cash programs developed by Manager,
and approved by Tenant, which approval shall not unreasonably be withheld,
which programs shall conform to generally accepted accounting principles and
shall not materially distort income or loss. In addition, as a cost of
operating the Facilities, Manager shall prepare or cause to be prepared all
tax returns, including payroll tax returns and shall cause all local, state
and federal taxes to be timely paid or contested, as appropriate. The taxes
and amounts due with respect to any cost reports shall be deemed to be
operating expenses of the Facilities and shall be paid out of the revenues of
the Facilities. Nothing herein shall preclude Manager from delegating to a
third party a portion of the accounting and cost reporting duties provided
for in this section; provided, that such delegation shall not relieve Manager
from ultimate liability for the timely and complete performance of the
obligations provided for herein or for the expense thereof, to the extent
such expense is to be borne hereunder by Manager. Tenant shall sign any and
all Medicare and Medicaid cost reports which may be due in connection with
operation of the Facilities.
Tenant shall have the right from time to time to have its
accountants or representatives audit the books and operations of the
Facilities and, in connection with such audits, to examine Manager's records
with respect thereto (including supporting data, income tax and sales tax
returns), subject to any prohibitions or limitations on disclosure of any
such data under applicable law or regulations, including without limitation,
any duly enacted "Patients' Xxxx of Rights" or similar legislation, including
such limitations as may be necessary to preserve the confidentiality of any
Facility-patient relationship and any physician-patient privilege. If any
such audit discloses an overstatement of Revenues (defined in Section 10,
below) of the Facilities and corresponding overpayment to Manager of the
Management Fee (defined in Section 10, below) and either Manager agrees with
the result of such audit or the matter is compromised, Manager shall pay to
Tenant the amount of such overpayment of the Management Fee within ten (10)
days of Tenant's demand.
g. REPORTS: Manager shall prepare and provide to the
Tenant any reasonable operational information which may from time to time be
specifically requested by Tenant, including any information needed to assist
Tenant in completing its tax returns and cost reports and in complying with
any reporting obligations imposed by the terms of any debt documents to which
the Facilities may be subject. All cost reports which may be due in
connection with the operation of the Facilities shall be prepared by Manager,
unless Tenant elects otherwise, but all such cost reports shall be signed by
Tenant in its capacity as the Medicare or Medicaid certified provider, as
required by law. In addition, (i) within fifteen (15) business days after the
end of each calendar month, Manager shall provide Tenant with an unaudited
balance sheet of the Facilities, dated the last day of such month, and an
unaudited statement of income and expenses for such month relating to the
operation of the Facilities and (ii) within forty-five (45) days after the
end of the fiscal year of the Facilities, Manager shall provide Tenant with
unaudited financial statements including a balance sheet of the Facilities,
dated the last day of said fiscal year, and a statement of income and expense
for the year then ended relating to the operation of the
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Facilities. Such financial statements shall be prepared in accordance with
GAAP, consistently applied, this Agreement, and the procedures and practices
provided for in this Agreement and shall be certified to be accurate by the
Chief Financial Officer of Manager. All information relating to the
Facilities and their operations shall constitute part of the books and
records of the Facilities and shall be the sole and exclusive property of
Tenant.
h. BANK ACCOUNTS: On Tenant's behalf, Manager shall
establish and maintain a depository account in the name of Tenant at Fleet
Bank or other depository institution designated by Tenant and shall deposit
therein all money received during the term of this Agreement in the course of
the operation of the Facilities; provided, however, that during the term
hereof, withdrawals and payments from this account shall be made only on
checks signed or wire transfer authorized by a person or persons designated
by Manager (the "Depository Account"). Manager shall have no right, title or
interest in and to the Depository Account, and Manager shall cause the funds
held in the Depository Account to be invested overnight for the benefit and
credit of Tenant. In addition, Manager shall establish and maintain a payroll
account in the name of Tenant (the "Payroll Account") and a controlled
disbursement account in the name of Tenant (the "Disbursement Account"), both
of which shall be zero balance accounts from which Manager shall pay the
payroll of the employees and the operating expenses of the Facilities,
respectively. Finally, Manager shall establish an administrative account in
the name of Tenant (the "Administrative Account"), which shall in no event
contain a balance in excess of Ten Thousand Dollars ($10,000.00) and shall be
used by the administrators of the Facilities to pay for necessary emergency
disbursements. Manager shall have no right, title or interest in and to the
Payroll Account, the Disbursement Account and/or the Administrative Account.
Tenant shall be given notice as to the identity of the authorized signatories
on the Depository Account, the Payroll Account, the Disbursement Account and
the Administrative Account. Tenant shall further be permitted to designate an
authorized signatory with respect to the Depository Account, the Payroll
Account, the Disbursement Account and the Administrative Account in order to
enable Tenant to withdraw funds therefrom in accordance with the terms of
this Agreement; provided, however, Manager shall not be required to secure
Tenant's signature on any checks drawn or wire transfers authorized on the
Depository Account, the Payroll Account, the Disbursement Account and the
Administrative Account in connection with Manager's operation of the
Facilities. All operating expenses incurred from and after the Commencement
Date (defined in Section 4, below) in connection with the operation of the
Facilities, including, but not limited to, payroll and employee benefits and
payment of Manager's Management Fee (defined in Section 10, below), shall be
paid by check drawn or wire transfer authorized on the Depository Account.
Withdrawals from the Depository Account shall be made to make payments in the
following order or priority:
i. Nondeferrable operating expenses of the
Facilities, which shall include, without
limitation, the following:
(A) payroll of all employees of the
Facilities;
(B) payroll-related expenses, employee
benefits and employment taxes;
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ii. Debt service (principal and interest) on the
Facilities, including under the $5,000,000
revolving credit loan from Xxxxxx Healthcare
Finance, Inc. to Tenant;
iii. One-half (1/2) of the Management Fee
iv. All other undisputed and nondeferrable
operating expenses and accrued liabilities
of the Facilities which have been posted or
accounted for in Manager's accounting
system;
v. Rent and other Lease-required payments to
Tenant's landlord under the Leases;
vi. The remaining one-half (1/2) of the
Management Fee; and
vii. Capital expenditures incurred in accordance
with the annual capital expenditure budget.
i. FACILITY PERSONNEL: On behalf of Tenant, Manager
shall recruit, train, promote, direct, discipline, suspend and discharge
personnel of the Facilities; establish salary levels, personnel policies and
employee benefits; and establish employee performance standards, all as
needed during the term of this Agreement to secure the initial licensure of
the Facilities and to ensure the efficient operation of all departments
within and services offered by the Facilities. All of the personnel of the
Facilities, including an on-site administrator, shall be the employees of the
applicable Tenant and the salaries, bonuses, commissions and benefits paid to
such employees shall be deemed to be a Facility operating expense. Manager
shall use best efforts to assure compliance with all applicable employment,
wrongful discharge, anti-discrimination, occupational safety and health and
other similar laws and regulations affecting the employment of all such
personnel. In addition, Manager shall only negotiate any collective
bargaining agreement or other agreement with any labor union lawfully
entitled to represent all or any employees after consulting with and upon the
advice of Tenant.
j. SUPPLIES AND EQUIPMENT: Manager shall purchase
supplies and non-capital equipment needed to operate the Facilities. In
purchasing said supplies and equipment, if possible, Manager shall take
advantage of any national or group purchasing agreements to which Manager may
be a party.
k. LEGAL PROCEEDINGS: Manager, through its legal
counsel, shall coordinate with Tenant's counsel on all legal matters and
proceedings necessary or proper in connection with the operation of the
Facilities.
l. BUDGETS: On or before January 2, 2000 with respect
to fiscal year 2000 and within thirty (30) days prior to the start of each
subsequent fiscal year, Manager shall prepare and submit to Tenant for its
review and approval, which approval shall not be unreasonably withheld, an
annual operating budget, an annual capital expenditure budget, and an annual
summary of profit and loss statement. These budgets and projections shall be
prepared with adequate detail to allow Tenant to comprehend fully the
operating plans of Manager and should:
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i. provide a monthly breakdown of revenues,
expenses and profitability;
ii. be zero-based;
iii. be prepared on a line-item and departmental
basis;
iv. contain a marketing plan which details
targets, assumptions and detailed
descriptions of strategies and tasks to
executed the goals of the marketing plan;
and
v. include narrative descriptions of
assumptions used in formulating the budget
and forecast any potential need for capital
from Tenant.
Manager acknowledges and agrees that no such budget shall include expenses
related to Manager's corporate or regional overhead costs, it being
understood and agreed that such costs shall not be deemed to be permitted
operating expenses which may be paid from revenues of the Facilities. In the
event a budget has not been agreed upon by the beginning of the fiscal year,
the budget in effect for the prior fiscal year shall continue in effect until
the new budget is agreed upon. Thereafter, Manager shall use best efforts to
ensure that any operating expenditures in total made during any given month,
quarter or year (as applicable) shall not exceed the operating expenditures
reflected on the approved operating budget, and as soon as Manager becomes
aware that any such total operating expenditures exceed the approved
operating budget by more than five percent (5%), then Manager shall notify
Tenant in writing of such budget variance within five (5) days. Any
unbudgeted operating expenditures shall be subject to Tenant's prior written
approval. Manager shall not be entitled to vary capital budgets without
Tenant's prior written approval. Each Facility shall be operated on a fiscal
year of January 1 through December 31.
m. COLLECTION OF ACCOUNTS: Manager shall issue bills
and use diligence and best business practices to collect accounts and monies
owed for goods and services furnished by the Facilities, including, but not
limited to, enforcing the rights of Tenant and the Facilities as creditor
under any contract or in connection with the rendering of any services;
provided, however, that any expenses incurred by Manager in so doing shall be
treated as operating expenses of the Facilities, which shall be payable out
of funds deposited in the Depository Account described in Section 1(h).
n. POSSESSION. Tenant and Manager acknowledge and
agree that during the term of this Agreement, Manager has the exclusive right
to possession of the Facilities, subject to Tenant's right to enter into the
Facilities from time to time to ensure Manager's compliance with the terms of
this Agreement.
o. SERVICE CONTRACTS. Manager shall negotiate and
enter into service contracts which are necessary or desirable in the ordinary
course of business in operating the Facilities, including, without
limitation, contracts for provisions of electricity, gas, water, telephone
and other utility services, cleaning services, security services, vermin
extermination, trash removal, elevator and boiler maintenance, air
conditioning maintenance, master television service, laundry and dry
cleaning, entertainment satellite systems and other services which Manager
deems advisable; provided, however, that (i) all such contracts shall provide
that they
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are terminable on no more than thirty (30) days notice without penalty or
premium, (ii) Manager shall be required to ensure that all such contracts are
on commercially reasonable terms, (iii) no such contracts shall be entered
into if doing so would be inconsistent with the reimbursement principles, if
and to the extent applicable to the operation of the Facilities, under the
Medicare prospective payment system and (iv) Manager shall provide Tenant
with copies of any and all such service contracts substantially concurrently
with their execution.
p. LENDER REQUIREMENTS. Manager agrees to perform any
obligations under any mortgage or other debt instrument encumbering the
Facilities which are applicable to the operation and management of the
Facilities and to pay, as and when due, all payments due under any present or
future loans on the Facilities. Further, Manager confirms that this Agreement
and all of Manager's rights hereunder are, and shall be, completely
subordinate to the lien of any present or future loan encumbering the
Facilities and agrees to execute and notarize a subordination,
non-disturbance and attornment agreement on the lender's form within ten (10)
days after delivery to Manager of such form confirming such subordination of
Manager's interest.
q. PATIENT TRUST ACCOUNT. Manager shall establish and
maintain records and procedures to account for all patient funds deposited
with the Facilities. A "Patient Trust Account" shall be established in
accordance with the terms hereof and all disbursements therefrom and records
and procedures relating thereto shall conform with the requirements of third
party reimbursement, licensure and all other applicable requirements and the
terms hereof.
r. TENANT'S PRIOR WRITTEN APPROVAL. Manager shall not
do any of the following without first obtaining Tenant's prior written
approval:
i. Borrow money, guaranty the debts of any
third person, or mortgage, pledge, grant a security interest in or otherwise
encumber all or any part of the Facilities; provided, however, that Manager
shall be entitled to encumber the Facilities with mechanics' liens,
materialmen's liens or laborers' liens necessary in connection with the
performance of Manager's obligations under this Agreement, so long as any
such liens are discharged in a timely manner in accordance with applicable
state law;
ii. Enter into any lease or other financing
agreement for the use of any item of furniture, fixtures and equipment or
other property in an amount which would require monthly payments, in the
aggregate, in excess of One Thousand Five Hundred Dollars ($1,500.00) per
Facility;
iii. Enter into any agreement, lease, license
or concession agreement for space at the Facilities;
iv. Incur any liabilities or obligations to
third parties which are unrelated to the operation, maintenance and security
of the Facilities or to the performance of Manager's responsibilities under
this Agreement;
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v. Except for any Excluded Transaction
(defined below) and subject to the provisions of this Agreement regarding
contracts with affiliates of Manager, Manager shall not, without the written
consent of Tenant, enter into any contract or other arrangement (or series of
related contracts or arrangements) if the expenditures thereunder would, or
are reasonably anticipated to, exceed Twenty-Five Thousand Dollars
($25,000.00) in the aggregate, or if the term of such contract has a term in
excess of one (1) year. For purposes hereof, the term "Excluded Transaction"
shall mean (A) any contracts subject to competitive bidding in which the
lowest bid is accepted; and (B) contracts or expenditures required in cases
of emergency or casualty, which expenditures are required to protect life and
safety, or in order to comply with legal requirements, in an amount not to
exceed Twenty-Five Thousand Dollars ($25,000.00) in any twelve (12) month
period;
vi. Institute or defend any legal or
equitable proceedings with respect to the Facilities, including the selection
of counsel, other than routine collection litigation and similar matters
involving ordinary day-to-day operations of the Facilities involving amounts
in controversy of less than Ten Thousand Dollars ($10,000.00);
vii. Employ any professional firm (other than
legal counsel and accountants) for more than Ten Thousand Dollars
($10,000.00) in the aggregate except as set forth in the annual operation
budget, or enter into any arrangement for the employment of any attorney or
accountant (other than legal counsel retained to collect accounts receivable);
viii. Prosecute or settle any tax claims or
appeals;
ix. Purchase goods, supplies and services
from Manager or any affiliate of Manager, or enter into any other transaction
with an affiliate of Manager, unless prior to the consummation of such
transaction all of the prices and other terms thereof and the identity of the
vendor and its relationship to Manager shall have been disclosed to and
approved by Tenant, which may be withheld in Tenant's sole and absolute
discretion, it being agreed that any such proposed transaction shall be
submitted to independent third parties for competitive bidding, and Manager
shall promptly provide the results of such bidding to Tenant;
x. Acquire on behalf of Tenant any land or
any interest therein;
xi. Acquire any capital assets of the
Facilities or any interest therein;
xii. Consent to any condemnation or
participate in any condemnation proceeding relating to the Facilities or any
portion thereof;
xiii. Sell, transfer or otherwise dispose of
all or any portion of the Facilities;
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xiv. Perform any alterations to the Facilities
or any portion thereof, except as is necessary in connection with the
performance of Manager's obligations under this Agreement; or
xv. Take any other action which, under the
terms of this Agreement, is prohibited or requires the approval of Tenant.
s. COLLECTION OF ACCOUNTS RECEIVABLE: On behalf of
LTI-Receivables, Manager agrees to collect LTI-Receivables' interest in the
accounts receivable generated from the operation of the skilled nursing
facilities set forth on Exhibit "B" attached hereto, which interest
LTI-Receivables acquired from the Examiner, and deposit any such collections
into the Depository Account.
2. INSURANCE: Tenant, as a cost of operating the Facilities,
shall arrange for and maintain all necessary and proper hazard insurance
covering the Facilities, the furniture, fixtures, and equipment situated
thereon, and all necessary and proper malpractice and public liability
insurance for Tenant's protection and for the protection of Tenant's
officers, agents and employees. All such policies of insurance shall also
name Manager as additional insured and the holder of any debt secured by the
Facilities as additional insured and loss payee thereunder. In addition,
Tenant, as a cost of operating the Facilities, shall provide all employee
health and worker's compensation insurance for Tenant's employees and all
other personnel working at the Facilities. Any insurance provided pursuant to
this paragraph shall comply with the requirements of any debt documents to
which the Facilities may be subject. All insurance shall be in form, with
companies, with limits and coverages as Tenant shall determine, and Tenant
may maintain an umbrella policy for all such insurance in amounts as Tenant
deems appropriate. In the event of any casualty or condemnation of any
Facility, Tenant shall have the sole right to determine the disposition of
any insurance or condemnation proceeds, including but not limited to the
right to decide whether any such Facility shall be rebuilt in the same manner
or type as the original Facility. Each party shall give prompt notice to the
others of any third party claims made, or third party legal proceedings
commenced, against any one of them and shall cooperate fully with each other,
each's counsel and with any insurance carrier to the end that all such claims
will be properly investigated, defended and adjusted.
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3. TAXES AND RENT: Manager agrees as follows:
a. Manager shall cause to be paid as an expense of the
Facilities when due: (i) all taxes, assessments, levies, fees, water and sewer
rents and charges, and all other governmental charges, general and special,
ordinary and extraordinary, which are, at any time prior to or during the term
hereof, imposed or levied upon or assessed against (A) the Facilities, (B) any
Rent (as defined in any Lease for a Facility), Additional Rent (as defined in
any Lease for a Facility) under the Lease or other sum payable under the Lease
or (C) the Lease or the leasehold estate thereby created, or which arise in
respect of the operation, possession or use of the Facilities; (ii) all gross
receipts or similar taxes imposed or levied upon, assessed against or measured
by any Rent (as defined in a Lease), Additional Rent (as defined in a Lease) or
other sum payable under a Lease; (iii) all sales, use or similar taxes and all
withholdings and payroll taxes, at any time levied, assessed or payable on
account of the acquisition, leasing, use or operation of the Facilities; and
(iv) all charges for utilities serving the Facilities. If any such tax or
assessment may legally be paid in installments, Manager may pay such tax or
assessment in installments.
b. Manager shall deliver to Tenant a copy of any
assessment, tax notice or tax xxxx received by Manager and shall pay the same as
and when due; provided, Manager shall not cause such payment to be made if (i)
same is in good faith being contested by Tenant at its sole expense and without
cost to Manager, (ii) enforcement thereof is stayed, and (iii) Tenant shall have
given Manager written notice of such contest and stay and authorized the
non-payment thereof, not less than ten (10) days prior to the date on which such
tax assessment, or charge is due and payable.
4. TERM OF AGREEMENT: With respect to each Facility, the Term of
this Agreement shall commence effective as of the issuance of a License to
Tenant to operate said Facility (with respect to each Facility, a "Commencement
Date"), and with respect to all Facilities, the term of this Agreement shall
terminate upon the first to occur of (i) the occurrence of an Event of Default
hereunder and the exercise by Manager or Tenant of its right to terminate this
Agreement as a result thereof; (ii) the termination without cause of this
Agreement by Tenant or Manager on no less than ninety (90) days written notice
to the other party specifying the effective date of such termination; or (iii)
midnight on September 30, 2004; provided, however, that so long as that certain
acquisition term loan in the amount of $12,543,594 from Xxxxxx Healthcare
Finance, Inc. ("Lender") to Tenant and that certain revolving credit loan in the
maximum principal amount of $5,000,000 from Lender to Tenant remain outstanding,
Manager and Tenant agree not to terminate this Agreement without the prior
written consent of Lender; provided, further, that in the event that Tenant
sells its interest in any of the Facilities to an unaffiliated third party, then
Tenant shall provide reasonable prior written notice to Manager of the closing
date of such sale, and this Agreement shall terminate as to each such Facility
immediately upon the consummation of such sale. In the event of the termination
of this Agreement the following provisions shall apply:
11
a. Concurrently with a termination of this Agreement
that does not result from Manager having committed an Event of Default
hereunder, Tenant shall pay to Manager any management fees then due and owing.
b. Upon termination of this Agreement, Manager shall
cooperate with any party designated by Tenant to effect a smooth transition of
operational responsibility for the Facilities from Manager to said third party,
including but not limited to turning over to Tenant, or its designee, all files
and records relating to the operation of the Facilities.
c. Manager agrees not to solicit any of Tenant's
employees for a period of three (3) years following any termination of this
Agreement.
5. DEFAULT: Either party may terminate this Agreement, as
specified in this Section 5, in the event of a default ("Event of Default") by
the other party.
a. With respect to Manager, it shall be an "Event of
Default" hereunder:
1) If Manager shall fail to pay any monetary
obligation arising out of or incurred in connection with this
Agreement when such payment is due and payable, which failure
shall continue for a period of ten (10) days after the due
date; or
2) If Manager shall fail to keep, observe or
perform any non-monetary agreement, term or provision of this
Agreement, and such default shall continue for a period of
thirty (30) days after notice thereof shall have been given to
Manager by Tenant, which notice shall specify in detail the
event or events constituting the default; provided, however,
in the event such failure cannot be cured within such thirty
(30) day period but Manager commences the cure within such
thirty (30) day period and diligently prosecutes the same to
completion, Manager shall have an additional thirty (30) days
or such additional time as is reasonably necessary in which to
complete such cure; or
3) If any Facility's license or Medicare or
Medicaid certification is suspended, revoked, rescinded,
terminated or not renewed and such action is not stayed
pending the appeal thereof; or
4) If Manager assigns or attempts to assign
this Management Agreement in violation of the requirements of
Section 11 hereof.
b. With respect to Tenant, it shall be an Event of
Default hereunder:
1) If Tenant shall fail to make or cause to be
made any payment to Manager required to be made hereunder and
such failure shall continue for a
12
period of ten (10) days after notice which notice shall
specify the payment or payments which Tenant has failed
to make; or
2) If Tenant shall fail to keep, observe or
perform any agreement, term or provision of this Agreement and
such default shall continue for a period of thirty (30) days
after notice, which notice shall specify in detail the event
or events constituting the default thereof by Manager to
Tenant; provided, however, in the event such failure cannot be
cured within such thirty (30) day period but Manager commences
the cure within such thirty (30) day period and diligently
prosecutes the same to completion, Manager shall have an
additional sixty (60) days or such additional time as is
reasonably necessary in which to complete such cure.
6. REMEDIES UPON DEFAULT:
a. If any Event of Default by Tenant shall occur,
Manager may, in addition to any other remedy available to it in law or equity on
account of such Event of Default, forthwith terminate this Agreement, and
neither party shall have any further obligations whatsoever under this Agreement
except for Manager's right to receive the payments due from Tenant pursuant to
Section 4 hereof, if and to the extent due in accordance with the terms thereof,
and damages from Tenant and except any settlement and payment obligations and
other obligations that by their nature survive termination of this Agreement.
b. If any Event of Default by Manager shall occur,
Tenant may, in addition to any other remedy available to it in law or equity on
account of such Event of Default, forthwith terminate this Agreement and the
exclusive right to possession of the Facilities granted to Manager hereunder,
and neither party shall have any further obligation whatsoever under this
Agreement; except for Tenant's right to receive payment of damages from Manager
and except for settlement and payment obligations and other obligations that by
their nature survive termination of this Agreement.
7. TENANT'S INSPECTION: During the term hereof, Tenant, or its
designated agents or representatives, shall have the right, upon request and at
reasonable times, to inspect and to permit the holder of any debt secured by the
Facilities to inspect the Facilities and to inspect and/or audit all books and
records pertaining to the operation thereof and shall have the right to conduct
and to permit the holder of any debt secured by the Facilities to conduct
telephonic or personal interviews with the Administrator of the Facilities
and/or with any of Manager's regional personnel involved in the operation of the
Facilities with respect to any matters related to the operation thereof.
13
8. FACILITY OPERATIONS:
a. NO GUARANTEE OF PROFITABILITY: Manager does not
guarantee that operation of the Facilities will be profitable, but Manager shall
use its best efforts to operate the Facilities in as cost efficient and
profitable a manner as possible.
b. STANDARD OF PERFORMANCE: In performing its
obligations under this Agreement, Manager shall use its best efforts and act in
good faith and with professionalism in accordance with acceptable and prevailing
standards of health care and the policies adopted by, and resources available
to, the Facilities.
c. FORCE MAJEURE: Manager will not be deemed to be in
violation of this Agreement if it is prevented from performing any of its
obligations hereunder for any reason beyond its control, including, without
limitation, strikes, shortages, war or acts of God.
9. WITHDRAWAL OF FUNDS BY TENANT; MINIMUM BANK BALANCE:
a. Tenant may withdraw the then accumulated operating
cash surplus from the Depository Account pursuant to Tenant's written
instructions with concurrent notice thereof to Manager.
10. MANAGEMENT FEE: Manager shall receive a monthly fee equal to
five percent (5%) of the Revenues (defined below) generated each month by the
Facilities, as more particularly set forth in Section 1(h), above ("Management
Fee"). The first (1st) one-half of the Management Fee shall be payable in
advance on the first (1st) day of each month based upon the previous month's
Revenues, and the second (2nd) one-half of the Management Fee shall be payable
during each month in accordance with Section 1(h), above, to the extent that
adequate Revenues are generated each month by the Facilities. No later than
thirty (30) days following any fiscal year of the Facilities, Tenant shall have
the right to reconcile the monthly Management Fees paid to Manager for such
fiscal year with the annual Revenues generated by the Facilities, and Tenant
shall have the right to offset any overpayment of Management Fees against future
Management Fees owing to Manager or to recover any such overpayments directly
from Manager. For purposes hereof, "Revenues" shall mean "Gross Revenues" less
contractual adjustments, and "Gross Revenues" shall mean all revenues generated
by the Facilities, directly or indirectly from residents of the Facilities,
including without limitation fees and other amounts received directly from
residents, amounts received from concessionaires, subcontractors, agencies,
etc., but shall specifically exclude the proceeds from the sale of the
Facilities or any portion thereof including any Facility equipment, any interest
or investment income of Tenant, capital contributions by Tenant, tax refunds not
relating to the current year (not accounted for in prior years), any insurance
and condemnation proceeds, extraordinary gains or losses unrelated to the
operations of the Facilities and any and all pass through amounts for which
Manager is merely acting as the collection agent.
14
a. PRORATION OF FEE. If the services of Manager commence
or terminate other than on the first day of the month, the revenues upon which
the fee is calculated shall be prorated in proportion to the number of days for
which services are actually rendered.
b. PAYMENT OF FEE. The Management Fee provided for
herein shall be disbursed by Manager to itself out of the Depository Account in
accordance with the provisions of this Agreement.
11. ASSIGNMENT: Except as otherwise provided herein, this
Agreement shall not be assigned by either party without the prior written
consent of the other party, provided that, subject to the limitations of the
applicable state laws with respect to the licensure of the Facilities, Tenant
may assign this Agreement to a subsidiary or parent corporation without the
consent of, but upon written notice to, Manager; and provided, further, that
Tenant may assign this Agreement to an entity which is owned or controlled by,
or under common control with, Tenant in connection with the financing of the
Facilities or for any other reason deemed necessary or appropriate by Tenant
without the consent of, but upon written notice to, Manager. Any assignment of
this Agreement by Manager in violation of the terms of this Section 11 shall be
null and void and of no force or effect and shall result in the automatic
termination of this Agreement effective upon the purported effective date of
such assignment; provided, however, that SCMG may add designated affiliates of
SCMG as parties to this Agreement upon the written consent of Tenant, not to be
unreasonably withheld, so long as SCMG remains primarily liable for all of
Manager's obligations hereunder.
12. NOTICES: All notices required or permitted hereunder shall be
given in writing by hand delivery, by registered or certified mail, postage
prepaid, by overnight delivery or by facsimile transmission (with receipt
confirmed with the recipient). Notice shall be delivered or mailed to the
parties at the following addresses or at such other places as either party shall
designate in writing. All notices shall be deemed duly given when delivery is
received or refused by party.
To Manager: Senior Care Management Group, LLC
00 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxx X. Xxxxxxx, Esq.
To Tenant: LTC Healthcare, Inc.
000 Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxx X. Xxxxxx, Esq.
15
13. RELATIONSHIP OF THE PARTIES: The relationship of the parties
shall be that of principal and independent contractor and all acts performed by
Manager during the term hereof as Manager of the Facilities shall be deemed to
be performed in its capacity as an independent contractor. Nothing contained in
this Agreement is intended to or shall be construed to give rise to or create a
partnership or joint venture or lease between Tenant, its successors and assigns
on the one hand, and Manager, its successors and assigns on the other hand.
14. INDEMNIFICATION: Manager shall indemnify, defend and hold
harmless Tenant from any loss incurred by or damage to Tenant where such loss or
damage results from the negligence or willful misconduct of Manager in
performing its obligations under this Agreement or from a breach of this
Agreement by Manager. Tenant shall indemnify, defend and hold Manager harmless
from any loss incurred by or damage to Manager where such loss or damage results
from the negligence or willful misconduct of Tenant in performing its
obligations under the Agreement or from a breach of this Agreement by Tenant.
The rights and obligations of the parties under this Section 14 shall survive
the expiration of the term or other termination of this Agreement.
15. WAIVER OF SUBROGATION: Manager and Tenant each hereby waive
any rights of recovery against the other, or against the officers, employees,
agents and representatives of the other, for loss or damages to such waiving
party's property or the property of others under its control, where and to the
extent that such loss or damage is insured against under any insurance policy in
force at the time of such loss or damage. Upon obtaining the policies of
insurance required hereunder, Manager and Tenant shall give notice to the
insurance carriers that the foregoing mutual waiver of subrogation is contained
in this Agreement.
16. PATIENT RECORDS: Manager and Tenant shall preserve the
confidentiality of the records of all patients of the Facilities as required by
all applicable federal and state statutes, regulations, and rules of accrediting
organizations for skilled nursing or assisted living facilities, and use the
information in such records solely for the limited purposes necessary to perform
their respective obligations hereunder.
17. ENTIRE AGREEMENT: This Agreement contains the entire agreement
between the parties relating to the operation of the Facilities and shall be
binding upon and inure to the benefit of their successors and assigns. This
Agreement may not be modified or amended except by written instrument signed by
both of the parties hereto.
18. CAPTIONS: The captions used herein are for convenience of
reference only and shall not be construed in any manner to limit or modify any
of the terms hereof.
19. ATTORNEY'S FEES: In the event either party brings an action to
enforce this Agreement, the prevailing party in such action shall be entitled to
recover from the other all costs incurred in connection therewith, including
reasonable attorney's fees.
16
20. SEVERABILITY: In the event one or more of the provisions
contained in this Agreement is deemed to be invalid, illegal or unenforceable in
any respect under applicable law, the validity, legality and enforceability of
the remaining provisions hereof shall not in any way be impaired thereby.
21. CUMULATIVE; NO WAIVER: No right or remedy herein conferred
upon or reserved to either of the parties hereto is intended to be exclusive of
any other right or remedy, and each and every right and remedy shall be
cumulative and in addition to any other right or remedy given hereunder, or now
or hereafter legally existing upon the occurrence of an Event of Default
hereunder. The failure of either party hereto to insist at any time upon the
strict observance or performance of any of the provisions of this Agreement or
to exercise any right or remedy as provided in this Agreement shall not impair
any such right or remedy or be construed as a waiver or relinquishment thereof
with respect to subsequent defaults. Every right and remedy given by this
Agreement to the parties hereof may be exercised from time to time and as often
as may be deemed expedient by the parties thereto, as the case may be.
22. GOVERNING LAW; VENUE: This Agreement shall be construed and
enforced in accordance with, and the performance of its terms shall be governed
by, the laws of the State of Delaware, without giving effect to conflict of laws
principles. Any legal proceeding with respect to this Agreement shall be
conducted in the state or federal courts located in California.
23. AUTHORIZATION FOR AGREEMENT: The execution and performance of
this Agreement by Tenant and Manager have been duly authorized by all necessary
laws, resolutions or corporate action, and this Agreement constitutes the valid
and enforceable obligations of Tenant and Manager in accordance with its terms.
24. COUNTERPARTS: This Agreement may be executed in any number of
counterparts, each of which shall be an original, and each such counterpart
shall together constitute but one and the same Agreement.
25. CONDITIONS PRECEDENT: It shall be express conditions precedent
to Tenant's obligations hereunder with respect to each Facility that Tenant
acquires the applicable interest in said Facility and that Tenant is issued a
License to operate each such Facility.
[SIGNATURES ON FOLLOWING PAGE]
17
IN WITNESS WHEREOF, the parties have hereto caused this
Agreement to be duly executed, as of the day an year first above written.
MANAGER:
SENIOR CARE MANAGEMENT GROUP, LLC,
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx as attorney in fact for
Xxxxx X. Xxxxxx, as Trustee of
The Xxxxxxxx Xxx Xxxxxx Revocable Trust,
Its Managing Member
TENANT:
LTC HEALTHCARE, INC.,
a Nevada corporation
By: /s/ Xxxx X. Xxxxxx
Its: Senior Vice President and General Counsel
LTC HEALTHCARE OF FORT VALLEY, INC.,
a Nevada corporation
By: /s/ Xxxx X. Xxxxxx
Its: Secretary
LTC HEALTHCARE OF STATESBORO, INC.,
a Nevada corporation
By: /s/ Xxxx X. Xxxxxx
Its: Secretary
18
LTC HEALTHCARE OF XXXXXX, INC.,
a Nevada corporation
By: /s/ Xxxx X. Xxxxxx
Its: Secretary
LTC HEALTHCARE OF ATLANTA, INC.,
a Nevada corporation
By: /s/ Xxxx X. Xxxxxx
Its: Secretary
LTC HEALTHCARE OF WHIGHAM, INC.,
a Nevada corporation
By: /s/ Xxxx X. Xxxxxx
Its: Secretary
LTC HEALTHCARE OF NEW PORT XXXXXX, INC.,
a Nevada corporation
By: /s/ Xxxx X. Xxxxxx
Its: Secretary
LTC HEALTHCARE OF TYLER, INC.,
a Nevada corporation
By: /s/ Xxxx X. Xxxxxx
Its: Secretary
19
LTC HEALTHCARE OF CONVERSE, INC.,
a Nevada corporation
By: /s/ Xxxx X. Xxxxxx
Its: Secretary
LTC HEALTHCARE OF XXXXXXX, INC.,
a Nevada corporation
By: /s/ Xxxx X. Xxxxxx
Its: Secretary
LTC HEALTHCARE OF COFFEYVILLE, INC.,
a Nevada corporation
By: /s/ Xxxx X. Xxxxxx
Its: Secretary
LTC HEALTHCARE OF SALINA, INC.,
a Nevada corporation
By: /s/ Xxxx X. Xxxxxx
Its: Secretary
LTC HEALTHCARE OF XXXXXX SPRINGS, INC.,
a Nevada corporation
By: /s/ Xxxx X. Xxxxxx
Its: Secretary
20
LTC HEALTHCARE OF XXXXXXX, INC.,
a Nevada corporation
By: /s/ Xxxx X. Xxxxxx
Its: Secretary
LTC HEALTHCARE OF CHICOPEE, INC.,
a Nevada corporation
By: /s/ Xxxx X. Xxxxxx
Its: Secretary
LTC HEALTHCARE OF HOLYOKE, INC.,
a Nevada corporation
By: /s/ Xxxx X. Xxxxxx
Its: Secretary
LTC HEALTHCARE OF SPRINGFIELD, INC.,
a Nevada corporation
By: /s/ Xxxx X. Xxxxxx
Its: Secretary
LTC HEALTHCARE OF SOUTH XXXXXX, INC.,
a Nevada corporation
By: /s/ Xxxx X. Xxxxxx
Its: Secretary
21
LTC HEALTHCARE RECEIVABLES, INC.,
a Nevada corporation
By: Xxxx X. Xxxxxx
Its: Secretary
22
EXHIBIT "A"
FACILITIES TO BE MANAGED BY
SENIOR CARE MANAGEMENT GROUP, LLC
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
TENANT MANAGER FACILITY NAME LOCATION INTEREST IN # BEDS
FACILITY
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
LTC Healthcare of Senior Care Fort Valley Nursing Fort Valley, GA Fee simple 75
Fort Valley, Inc. Management Group, Home
LLC
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
LTC Healthcare of Senior Care Pecan Manor Statesboro, GA Leasehold 60
Statesboro, Inc. Management Group,
LLC
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
LTC Healthcare of Senior Care Rest Awhile Nursing Xxxxxx, GA Fee simple 72
Xxxxxx, Inc. Management Group, Home
LLC
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
LTC Healthcare of Senior Care Emory Nursing Center Atlanta, GA Fee simple 40
Atlanta, Inc. Management Group,
LLC
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
LTC Healthcare of Senior Care Whigham Health & Whigham, GA Leasehold 142
Whigham, Inc. Management Group, Rehabilitiation
LLC
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
LTC Healthcare of New Senior Care Xxxxxxxxx Xxxxx-Xxx Xxx Xxxx Xxxxxx, XX Leasehold 170
Port Xxxxxx, Inc. Management Group, Port Xxxxxx
LLC
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
LTC Healthcare of Senior Care Park Place Nursing Tyler, TX Partnership 120
Tyler, Inc. Management Group, Center
LLC
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
LTC Healthcare of Senior Care Rosewood Converse, TX Leasehold 100
Converse, Inc. Management Group, Rehabilitation & Care
LLC Center
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
LTC Healthcare of Senior Care Woodland Park Xxxxxxx, TX Leasehold 100
Xxxxxxx, Inc. Management Group,
LLC
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
LTC Healthcare of Senior Care Coffeyville Nursing Coffeyville, KS Leasehold 45
Coffeyville, Inc. Management Group, Home
LLC
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
23
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
TENANT MANAGER FACILITY NAME LOCATION INTEREST IN # BEDS
FACILITY
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
LTC Healthcare of Senior Care Salina Nursing Home Salina, KS Leasehold 60
Salina, Inc. Management Group,
LLC
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
LTC Healthcare of Senior Care Great Plains Xxxxxx Springs, KS Leasehold 50
Xxxxxx Springs, Inc. Management Group, Rehabilitation &
LLC Nursing Center of
Xxxxxx Springs
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
LTC Healthcare of Senior Care Meadowbrook Gardner, KS Fee simple 84
Xxxxxxx, Inc. Management Group, Rehabilitation Hospital
LLC
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
LTC Healthcare of Senior Care Elms Nursing Home Chicopee, MA Fee simple 82
Chicopee, Inc. Management Group,
LLC
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
LTC Healthcare of Senior Care Oak Manor Nursing Home Holyoke, MA Fee simple 60
Holyoke, Inc. Management Group,
LLC
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
LTC Healthcare of Senior Care Pine Manor Nursing Home Springfield, MA Fee simple 100
Springfield, Inc. Management Group,
LLC
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
LTC Healthcare of Senior Care Meadowood Nursing Home South Xxxxxx, MA Leasehold 000
Xxxxx Xxxxxx, Inc. Management Group,
LLC
----------------------- --------------------- ------------------------ ---------------------- --------------- --------
24
EXHIBIT "B"
FACILITIES IN WHICH LTI-RECEIVABLES HAS
AN INTEREST IN THE ACCOUNTS RECEIVABLE
----------------------- --------------------- ----------------------------- -------------------- ------------ --------
TENANT MANAGER (UNDER FACILITY NAME LOCATION FACILITY # BEDS
SEPARATE AGREEMENT) TYPE
----------------------- --------------------- ----------------------------- -------------------- ------------ --------
LTC Healthcare of Senior Care Venice Nursing & Venice, FL SNF 120
Venice, Inc. Management Group, Rehabilitation Center
LLC
----------------------- --------------------- ----------------------------- -------------------- ------------ --------
LTC Healthcare of Senior Care Wakulla Manor Crawfordville, FL SNF 120
Crawfordville, Inc. Management Group,
LLC
----------------------- --------------------- ----------------------------- -------------------- ------------ --------
LTC Healthcare of Senior Care Great Plains Nursing & Olathe, KS SNF 104
Olathe, Inc. Management Group, Rehabilitation Center of
LLC Olathe
----------------------- --------------------- ----------------------------- -------------------- ------------ --------
25
