EXHIBIT 10.18
INDEMNITY AGREEMENT
THIS AGREEMENT is made as of the 1st day of December, 1999, by and between
CENTENNIAL HEALTHCARE CORPORATION ("CHC") and HILLTOP MANOR INVESTORS, LLC
("Owner").
W I T N E S S E T H:
WHEREAS, Owner is the owner of that certain 118-bed nursing facility
located at 0000 X. Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx (the "Facility"), having
acquired the Facility effective December 1, 1999; and
WHEREAS, Centennial HealthCare Management Corporation, a wholly-owned
subsidiary of CHC, managed the Facility prior to Owner acquiring the Facility
and currently manages the Facility on behalf of Owner;
NOW, THEREFORE, in consideration of the covenants, conditions and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties do hereby agree as
follows:
1. CHC agrees to indemnify and hold Owner harmless from and against any
loss, offset, claim, damage or liability raised or asserted against moneys due
Owner for services provided to Medicare or Medicaid patients of the Facility on
or after December 1, 1999 as a result of the currently pending investigation by
the Department of Health and Human Services, Office of Inspector General
pursuant to that certain investigatory subpoena dated March 16, 1999 (the
"Investigation") seeking reimbursement from the prior provider for services
rendered prior to December 1, 1999.
2. CHC acknowledges that Owner contemplates entering into a Loan and
Security Agreement with Xxxxxx Healthcare Finance, Inc. ("Xxxxxx") pursuant to
which Xxxxxx will be advancing funds secured by the accounts receivable of the
Facility. CHC acknowledges and consents to the assignment by Owner of its rights
under this Agreement to Xxxxxx. CHC further agrees that should an event occur
under which CHC has agreed to indemnify Owner pursuant to this Agreement, Xxxxxx
may directly enforce Owner's rights to indemnification under this Agreement.
3. Any claim for indemnification shall be in writing sent by first class
mail, postage prepaid or by overnight delivery service, sent to the following
address:
Centennial HealthCare Corporation
000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxxxxxx, Senior Vice President and General Counsel
4. This Agreement shall be governed by the laws of the State of Georgia.
This Agreement shall be binding upon the successors and assigns of the
respective parties.
IN WITNESS WHEREOF, the parties have set their hands and seals as of the
date above.
CENTENNIAL HEALTHCARE CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
---------------------
Xxxxx X. Xxxxxxxx
Title: Senior Vice President
HILLTOP MANOR INVESTORS, LLC
By: Five Star Healthcare Properties, LLC
By: Southeast Capital, LLC
By: /s/ Xxxx X. Xxxx
----------------
Xxxx X. Xxxx
Title: Managing Member
