LOAN AND SECURITY AGREEMENT
Exhibit 10.2
THIS LOAN AND SECURITY AGREEMENT (the “Agreement”), made as of August 10, 2007, between
Diversicare Leasing Corp., a Tennessee corporation, hereinafter referred to as the “Lender”, and
Bridge Associates LLC, as trustee for the SMSA Creditors’ Trust, a Texas trust, hereinafter
referred to as “Borrower”.
WHEREAS, twenty-four entities (individually the “Debtor” and collectively the “Debtors”) filed
voluntary chapter 11 petitions on January 17, 2007, and these bankruptcy cases are being jointly
administered in the case of Senior Management Services of Treemont, Inc., Bankruptcy Case No.
07-30230, in the U.S. Bankruptcy Court for the Northern District of Texas;
WHEREAS, a Liquidating Trust (as defined in the Modified Plan and sometimes referred to herein
as the “SMSA Creditors’ Trust”) has been established pursuant to the terms of the First Amended
Chapter 11 Plan Proposed dated June 17, 2007 jointly filed by the Debtors, which plan was modified
and filed as the First Amended Modified Chapter 11 Plan Proposed by the Debtors (the “Modified
Plan”);
WHEREAS, on August 1, 2007, the Bankruptcy Court held a hearing on the Modified Plan and
entered an order confirming the Modified Plan on such date (the “Confirmation Order”);
WHEREAS, Borrower is the duly appointed and serving trustee of the SMSA Creditors’ Trust, as
well as the Plan Agent (as defined in the Modified Plan);
WHEREAS, Lender has agreed to loan to Borrower up to Two Million Two Hundred Thousand Dollars
($2,200,000.00) (the “Loan”); and
WHEREAS, as a condition to the Loan, Borrower has agreed to grant Lender a first priority
security interest in certain collateral described herein;
NOW, THEREFORE, for good and valuable consideration Lender and Borrower hereby agree as
follows:
I. CREDIT FACILITY
1.1 Subject to the terms and conditions of this Agreement, Lender will loan to Borrower the
amount of up to Two Million Two Hundred Thousand Dollars ($2,200,000.00) (the “Indebtedness”).
1.2 This Loan is not a revolving credit facility. Each dollar advanced by the Lender shall
reduce the amount available to Borrower regardless of whether or not any monies previously advanced
have been repaid. Lender shall have no obligation to re-advance any amount that has been
previously advanced and repaid.
1.3 This Loan shall be evidenced by a promissory note (the “Note”) in favor of the Lender
bearing interest at the rate of twelve and one-half percent (12.5%) per annum. All
[Signature Page — Loan and Security Agreement ]
amounts of principal, interest, fees and expenses remaining outstanding pursuant to the Note
shall be payable in full by no later than August 10, 2008.
1.4 This Loan is secured by a first priority security interest in certain collateral as
described below.
1.5 The monies advanced hereunder shall only be used to pay undisputed or court-approved
Administrative Expenses, Priority Claims, Priority Tax Claims, Convenience Claims, Miscellaneous
Secured Claims and periodic payments due to undisputed or court-approved Class 1 Priority Claims
pursuant to the Modified Plan and to pay reasonable and legitimate expenses of the Plan
Agent/Trustee, including attorneys’ fees, incurred after the effective date of the Modified Plan.
1.6 The Borrower, may request advances from the Lender to pay when due any of the items
identified in paragraph 1.5 hereof when the Debtors and the Borrower do not have sufficient cash to
pay these claims or expenses. Requests for advances shall be made in writing and delivered to
Lender by facsimile, email or overnight delivery at the following address:
c/o Advocat Inc.
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000-0000
Attn: Xxxxx Xxxxxx, CFO
Facsimile: (000) 000-0000
Email: xxxxxxx@Xxxxxxx-Xxx.xxx
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000-0000
Attn: Xxxxx Xxxxxx, CFO
Facsimile: (000) 000-0000
Email: xxxxxxx@Xxxxxxx-Xxx.xxx
Each request for an advance against the principal amount of the Loan shall state the amount of
cash currently held by the Borrower and Debtors, shall identify the nature and amount of the claims
or expenses that are then due for payment, and shall be signed by the Borrower as an
acknowledgement that the information set forth in the request is true to the best of the Borrower’s
knowledge, information and belief. The Lender shall advance the sum requested to the Borrower by
wire transfer within three business days of the receipt of the request for an advance until such
time as a maximum of $2,200,000 has been advanced to the Borrower; provided, however that
notwithstanding any other provision in this Agreement, the Note, the Confirmation Order or any
other document or instrument to the contrary, no advances shall be made hereunder above a maximum
of $1,950,000 unless the parties mutually agree at the time of such advance. No advances hereunder
shall be made prior to the Closing Date. Upon the full execution of this Agreement and the
satisfaction of the conditions to closing set forth in Section IV, Lender shall provide an initial
funding under the Loan in the amount of $1,800,000.
1.7 Lender shall wire approved and appropriate advances pursuant to the following account:
Senior Management Services of Palestine, Inc.
Plains Capital Bank
Dallas, Texas
ABA#111 322 994
Acct #3100005713
Name of Account: Palestine Operating Account
Plains Capital Bank
Dallas, Texas
ABA#111 322 994
Acct #3100005713
Name of Account: Palestine Operating Account
II. SECURITY INTEREST AND RIGHTS
2.1 The Borrower hereby absolutely assigns to Lender and grants to Lender a security interest
in the following property whether now or hereafter arising, whether now owned or hereafter acquired
and wherever located (hereinafter collectively referred to as the “Collateral”):
a. All accounts, accounts receivable and contract rights providing for payments of money to
any Debtor or Borrower, including specifically, but without limitation, healthcare insurance and
all other receivables and amounts due from private insurance programs, federal and state health
care reimbursement programs, including all Medicare and Medicaid programs, as well as all amounts
due to any Debtor or the Borrower with respect to current cost reports, prior year cost reports,
and terminating cost reports, if any (collectively the “Accounts”), chattel paper, documents, and
instruments evidencing the Accounts, and all intangible personal property relating to the
recordation, monitoring, collection, servicing and payment of Accounts and data processing
contracts, computer software licenses, cash management contracts and other contracts and licenses
relating to the servicing of Accounts. Notwithstanding the foregoing, “Accounts” as used herein
shall be limited to those Accounts of the Debtors described on Exhibit A; and
b. All proceeds, products, rents and profits of or from any and all of the property described
in paragraph 2.1a. and, to the extent not otherwise included, all payments under insurance (whether
or not Lender is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason
of loss or damage to or otherwise with respect to any of the foregoing Collateral. For purposes of
this Agreement, the term “proceeds” includes whatever is receivable or received when Collateral or
proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is
voluntary or involuntary.
All of which hereinafter sometimes is referred to collectively as the “Collateral.”
2.2 Lender shall have the right, in accordance with the terms of the Collection Services
Agreement between the parties of even date herewith, to collect the Accounts or proceeds therefrom,
and apply same to the Indebtedness as provided in the Note.
III. BORROWER’S COVENANTS AND WARRANTIES
3.1 Affirmative Covenants and Warranties. The Borrower hereby covenants and warrants
that:
a. Borrower is a limited liability company organized and existing under the laws of the State
of Delaware; Borrower’s place of business, principal residence and chief executive office is
located in New York at 000 Xxxxx Xxxxxx, Xxxxx 00X, Xxx Xxxx, Xxx Xxxx 00000. Any notices
hereunder may be sent to the address appearing after Borrower’s signature. Borrower will notify
Lender promptly in writing of any change in the location of its principal place of business or its
status as Trustee of the SMSA Creditors’ Trust or Plan Agent (as defined in the Modified Plan).
b. Borrower is the owner of the Collateral free from any adverse lien, except for the existing
lien of OHI Asset (SMS) Lender, Inc., pursuant to the Debtor-in-Possession
Financing Agreement dated May 4, 2007, the outstanding balance of which, if any, shall be paid
in full by the Borrower in accordance with the Modified Plan prior to requesting any advances from
Lender on this Loan. Borrower will defend the Collateral against all claims and demands of all
persons at any time claiming or asserting a lien, security interest, or claim against any the
Collateral or the proceeds thereof.
c. Attached as Exhibit B to this Agreement is the Borrower’s good faith, best estimate
of a budget reflecting the timing and anticipated amount of advances to be requested pursuant to
paragraph 1.6 hereof, including the initial request being made as of the date of this Agreement.
d. So long as any amount remains due and owing to Lender related to this Indebtedness, then
Borrower shall make no distributions to claimants or creditors other than those expressly
authorized and identified in paragraph 1.5 hereof.
e. If any of Borrower’s Accounts should be evidenced by promissory notes, trade acceptances,
or other instruments for the payment of money, Borrower immediately upon demand by Lender will
deliver same to Lender, appropriately endorsed to Lender’s order. Regardless of the form of such
endorsement, Borrower hereby waives presentment, demand, notice of dishonor, protest and notice of
protest, and all other notices with respect thereto.
f. Borrower will cooperate as reasonably requested by the Lender with the collection of the
Accounts or providing any information or assistance necessary for the Lender to collect the
Accounts.
g. The Confirmation Order and the Modified Plan provide that the Collateral is free and clear
of all liens, claims and encumbrances, and that the liens granted herein constitute duly perfected,
first priority liens on and security interests in the Collateral. At the request of Lender,
Borrower will join with Lender in executing one or more financing statements pursuant to the
Uniform Commercial Code, in form satisfactory to Lender, and will pay the cost of filing or
recording the same or this Agreement in all public offices wherever filing or recording is deemed
by Lender to be necessary or desirable. A copy of this Security Agreement or copies of any
financing statements executed herewith may be filed in lieu of originals in any public office.
h. Neither the execution, the delivery nor the performance of this Agreement and all related
documents by Borrower will constitute a default under or conflict with the trust agreement creating
the SMSA Creditors’ Trust or any agreement, contract, document, or instrument to which Borrower is
now a party. The execution of all necessary resolutions and other prerequisites of actions by the
Borrower have been duly performed so that the individual executing this Agreement and related
documents on behalf of Borrower is duly authorized to bind Borrower by his signature. By signing
below on behalf of Borrower, the individual executing this Agreement on behalf of Borrower also
personally makes the warranties set forth in the preceding sentence.
i. Borrower will keep the Collateral free from any lien, security interest, or encumbrance
hereto other than that granted to Lender herein and will not waste or destroy the Collateral or any
part thereof.
j. Borrower’s operations and activities are conducted in accordance with all applicable laws
and regulations, and Borrower covenants that such activities shall continue to be so conducted.
k. Borrower will execute such other assignments, security agreements, financing statements,
and other documents that Lender may reasonably deem necessary to further evidence the obligations
provided for herein or to perfect, extend, or clarify Lender’s rights in any property securing or
intended to secure the Indebtedness. Lender is hereby appointed as Borrower’s attorney-in-fact
with full power of substitution for the signing of financing statements and other similar filings
with government offices for perfecting security interests granted hereby. Borrower acknowledges
that this power of attorney is coupled with an interest and is irrevocable.
l. To the knowledge of the Borrower, each of the Debtors and their agents kept accurate and
complete records of the Accounts. Lender, or any of its Agents, shall have the right to call at
Borrower’s place or places of business, at intervals to be determined by Lender and, without
hindrance or delay, to inspect, audit, check, and make extracts from the books, records, journals,
orders, receipts, correspondence, and other data relating to the Accounts or to any other
transactions between the parties hereto.
m. To the knowledge of the Borrower, each Account is based on an actual and bona fide
rendition of services to customers, made by one or more of the Debtors.
n. To the knowledge of the Borrower, each Account has been billed or will be billed by no
later than August 31, 2007 and forwarded to the applicable account debtor for payment in accordance
with applicable laws and is in compliance and conformance with any requisite procedures,
requirements and regulations governing payment by such account debtor with respect to such Account,
and, if due from a private insurance program or a federal or state healthcare reimbursement
program, is properly payable directly to one or more of the Debtors.
o. To the knowledge of the Borrower, the customers of the Debtors have accepted the services,
owe and are obligated to pay the full amounts stated in the invoices representing the Accounts
according to their terms, without dispute, offset, defense, counterclaim or contra, except for (i)
disputes and other matters arising in the ordinary course of business and (ii) offsets and
deductions relating to Accounts owed or owing by Medicare and Medicaid account debtors that may
arise under applicable law. Specifically, but without limitation, each Debtor has the requisite
provider number or other permit to xxxx all third-party payor programs in which each Debtor
participates and currently bills. To the knowledge of the Borrower, there is no investigation,
audit, claim review or other action pending or threatened which could result in non-payment by any
such third-party payor.
p. Upon demand, Borrower will advance to Lender, or, at Lender’s option, reimburse Lender, for
the following expenses incurred on or after the Closing Date:
(i) All taxes that Lender may be required to pay because of the Indebtedness or because of
Lender’s interest in any Collateral securing the payment of the Indebtedness;
(ii) All court costs and other reasonable expenses that Lender may incur in connection with
the administration, or enforcement of this Agreement or of any other document pertaining to the
Indebtedness;
(iii) All court costs and other reasonable expenses incurred after an Event of Default (as
such term is defined in paragraph 8.1) in collecting any part of the Indebtedness;
(iv) All court costs and other reasonable expenses arising from any litigation, investigation,
or administrative proceeding (whether or not Lender is a party thereto) that Lender may incur as a
result of the Indebtedness or as a result of Lender’s association with Borrower;
(v) All court costs and other reasonable expenses incurred in defending any claim asserted
against Lender related to the Indebtedness, the Loan or the Collateral securing the Indebtedness
and Loan; and
(vi) Reasonable attorneys’ fees incurred in connection with any of the foregoing.
If Lender pays any of the foregoing expenses, they shall become a part of the Indebtedness and
shall bear interest at the rate set forth in the Note. This paragraph shall remain in full effect
regardless of the full payment of the Indebtedness, the purported termination of this Agreement,
the delivery of the executed original of this Agreement to Borrower, or the content or accuracy of
any representation made by Borrower to Lender. Provided, Lender may terminate this paragraph by
executing and delivering to Borrower a written instrument of termination specifically referring to
this paragraph.
q. Borrower agrees to notify Lender promptly in writing of receipt of notice from any Account
debtor, including without limitation any state or federal healthcare reimbursement program, of any
dispute regarding such Account or any claim to recover or offset alleged overpayments against
amounts due on the Accounts.
IV. CONDITIONS TO CLOSING
4.1 Lender shall have no obligation to advance any sums to Borrower until each of the
following conditions has been satisfied or waived by Lender in its sole discretion:
a. The trust agreement constituting the SMSA Creditors’ Trust has been duly authorized and
fully executed and a valid trust relationship has been formed thereby between the Borrower and the
beneficiaries of the SMSA Creditors’ Trust.
b. Title to the Collateral shall have been transferred to Borrower by each of the Debtors, and
all prior liens and security interests on the Collateral shall have been satisfied and released.
c. The Borrower and Lender shall have entered into the Collection Services Agreement.
d. The Lender shall have received an opinion from the Borrower’s counsel indicating that upon
the filing of a completed UCC-1 statement with the Delaware Secretary of State Lender will have a
perfected security interest in the Collateral.
e. The Borrower shall have executed and delivered to Lender a properly completed UCC-1 form
sufficient for filing with the office of the Secretary of State for Texas; and
f. The Borrower shall have signed a certificate indicating that no other creditor of the
Borrower has been granted a consensual security interest in any of the Collateral.
V. PROTECTIVE ACTION
5.1 At its option, Lender may discharge taxes, liens, security interests, or other
encumbrances at any time levied or placed on the Collateral. Borrower agrees to reimburse Lender
on demand for any payment made, or any expense incurred, by Lender pursuant to the foregoing
authorization, together with interest thereon from date of payment at the rate, which is the rate
set forth in the Note evidencing the loans hereunder.
VI. DEFAULT
6.1 The occurrence of any of the events specified herein below shall make all sums of interest
and principal remaining on the Indebtedness immediately due and payable, without notice of default,
presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or
demands of any kind or character, except as hereinafter specified:
a. Default in the punctual payment when due of any of the Indebtedness and continuation of
said default for a period of five consecutive calendar days;
b. Default in the due performance or observance by it of any term or covenant hereunder and
such default shall continue unremedied for a period of 15 days after written notice to the Borrower
by Lender;
c. Any covenant, warranty, representation, or statement made or furnished to Lender by or on
behalf of Borrower or in connection with this Agreement proving to have been false in any material
respect when made or furnished;
d. Any default by Borrower of its obligations under the Collection Services Agreement of even
date herewith between Borrower and Diversicare Management Services Co., an affiliate of Lender,
which default is not cured in accordance with the terms of the cure period, if any, set forth in
that agreement; and
e. Any default by any of the Debtors under the Blocked Account Agreement of even date herewith
by and among Lender, PlainsCapital Bank, and certain of the Debtors defined as the “Borrowers”
therein, which default is not cured in accordance with the terms of the cure period, if any, set
forth in that agreement.
6.2 Upon the occurrence of any Event of Default and notwithstanding any language herein to the
contrary, Lender shall have absolutely no obligation to make any additional advances on the Loan.
VII. REMEDIES
7.1 Upon the occurrence of an Event of Default and at any time thereafter, Lender shall have
all the rights and remedies of a secured party under the Uniform Commercial Code and any other
right Lender may have at law or equity. Lender may require Borrower to assemble the Collateral and
make it available to Lender at a place or places, to be designated by Lender, reasonably convenient
to both parties. Unless the Collateral threatens to decline speedily in value, or is of a type
customarily sold on a recognized market, Lender will give Borrower reasonable notice of the time
and place of any public sale thereof or of the time after which any private sale or any other
intended disposition thereof is to be made. The requirements of reasonable notice shall be met if
such notice is mailed, postage prepaid, to the address of Borrower shown at the end of this
Agreement at least ten (10) days before the time of the sale or disposition. Borrower agrees to
pay all expenses of retaking, holding, preparing for sale, and selling the Collateral, together
with any court costs and Lender’s reasonable attorney’s fees; all such expenses, costs and fees
shall be deemed part of the Indebtedness. Lender may exercise its lien upon and right of setoff
against any monies, credits, deposits or instruments that Lender may have in its possession and
which belong to Borrower or to any other person or entity liable for the payment of any or all of
the Indebtedness. The remedies provided Lender in this Agreement are not exclusive of any other
remedies that may be available to Lender under any other document or at law or equity.
7.2 No delay or omission on the part of Lender in exercising any right hereunder or in
demanding strict compliance with the terms of this Agreement shall operate as a waiver of such
right or of any other right under this Agreement or of demanding strict compliance with the terms
of this Agreement. No waiver by Lender of any default shall operate as a waiver of any other
default or of the same default on a future occasion.
VIII. MISCELLANEOUS AND DEFINITIONS
8.1 As used in this Agreement, the term:
a. “Default” is any of the events specified in the Default section of this Agreement, whether
or not any requirement for the giving of notice, the lapse of time or both has occurred.
b. “Event of Default” means any of the events specified in the Default section of this
Agreement provided that any requirement for the giving of notice, the lapse of time, or both has
been satisfied.
c. “Person” means an individual, partnership, corporation (including a business trust), a
joint stock company, trust, estate, unincorporated association, joint venture, limited liability
company, limited liability partnership or other entity, or a governmental authority.
8.2 Upon satisfaction in full of the Indebtedness, Lender may notify the Borrower in writing
of its intent to surrender to the Borrower any Accounts remaining outstanding. By no later than
the thirtieth (30th ) day following the date of the written notification from Lender of
its intent to surrender Accounts, the Borrower may elect to retrieve such Accounts. Should
Borrower fail to retrieve such Accounts by the thirtieth (30th) day following the
written notification by the Lender, then Lender may, in its sole discretion, cease all activities
related to the collection of the Accounts or continue such collection actions in exchange for a
collection fee of twenty percent (20%) of the amount collected, which shall be paid by offset from
any amounts so collected.
8.3 The captions contained in this Agreement are inserted only as a matter of convenience and
shall not be construed as defining, limiting, extending, or describing the scope of this Agreement,
any section hereof, or the intent of any provision hereof.
8.4 All rights of Lender hereunder shall inure to the benefit of its successors and assigns,
and all obligations of Borrower shall bind Borrower’s successors and assigns.
8.5 Time is of the essence with regard to each and every provision of this Agreement.
8.6 This Agreement, and the documents executed and delivered pursuant hereto, constitute the
entire agreement between the parties, and may be amended only by a writing signed by all parties.
8.7 If any provision of this Agreement shall be held invalid under any applicable law, such
invalidity shall not affect any other provision of this Agreement that can be given effect without
the invalid provision, and, to this end, the provisions hereof are severable.
8.8 Lender may proceed against collateral securing the Indebtedness and against parties liable
therefor in such order as it may elect, and neither Borrower nor any surety or guarantor for
Borrower shall be entitled to require Lender to marshal assets. The benefit of any rule of law or
equity to the contrary is hereby expressly waived.
8.9 The validity, construction and enforcement of this Agreement and all other documents
executed with respect to the Indebtedness shall be governed by, and shall be construed and enforced
in accordance with, the internal laws of the State of Tennessee, without regard to conflicts of
laws principals, except to the extent that the Uniform Commercial Code in the State of Texas
provides that the validity or perfection of the security interest hereunder, or remedies hereunder,
in respect of any particular Collateral are governed by the laws of a jurisdiction other than the
State of Tennessee.
8.10 Borrower acknowledges and understands that Lender’s rights under this Loan and Security
Agreement and/or its security interests in the Collateral may be assigned to one or more entities
that have loaned money to Lender.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered
on their behalf by their duly authorized officers, on the date first set out above.
| “LENDER” | “BORROWER” | |||||||
| DIVERSICARE LEASING CORP. | BRIDGE ASSOCIATES LLC, solely in its capacity as Trustee for the SMSA Creditors’ Trust | |||||||
By:
|
/s/ L. Xxxxx Xxxxxx | By: | /s/ Xxxxx X. Xxxxxxxxx, XX | |||||
Its:
|
EVP & CFO | Title: | Managing Director and Trustee’s Designee | |||||
| Notice Address: | ||||||||
| 000 Xxxxx Xxxxxx, Xxxxx 00X Xxx Xxxx, Xxx Xxxx 00000 email: xxxxxxxxxx@xxxxxxxxx.xxx |
||||||||
The undersigned Debtors, in consideration of benefits to be derived by them as a result of the
Loan evidenced hereby, join in the execution of this Agreement for the purpose granting to Lender a
lien on the Collateral, to the extent that the undersigned retain any rights with respect to the
Collateral, and authorizing the Lender to file UCC financing statements to evidence said lien.
| SENIOR MANAGEMENT SERVICES OF DOCTORS AT DALLAS, INC. | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxx, XX
|
|||||
| Chief Restructuring Officer | ||||||
| SENIOR MANAGEMENT SERVICES OF ESTATES AT FORT WORTH, INC. | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxx, XX | |||||
| Xxxxx X. Xxxxxxxxx, XX | ||||||
| Chief Restructuring Officer | ||||||
| SENIOR MANAGEMENT SERVICES OF HERITAGE OAKS AT XXXXXXXXX, INC. | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxx, XX | |||||
| Xxxxx X. Xxxxxxxxx, XX | ||||||
| Chief Restructuring Officer | ||||||
| SENIOR MANAGEMENT SERVICES OF HUMBLE, INC. | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxx, XX | |||||
| Xxxxx X. Xxxxxxxxx, XX | ||||||
| Chief Restructuring Officer | ||||||
| SENIOR MANAGEMENT SERVICES OF KATY, INC. | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxx, XX | |||||
| Xxxxx X. Xxxxxxxxx, XX | ||||||
| Chief Restructuring Officer | ||||||
| SENIOR MANAGEMENT SERVICES OF NORMANDY AT SAN ANTONIO, INC. | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxx, XX | |||||
| Xxxxx X. Xxxxxxxxx, XX | ||||||
| Chief Restructuring Officer | ||||||
| SENIOR MANAGEMENT SERVICES OF TREEMONT, INC. | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxx, XX | |||||
| Xxxxx X. Xxxxxxxxx, XX | ||||||
| Chief Restructuring Officer | ||||||
| SENIOR MANAGEMENT SERVICES OF SHREVEPORT, INC. | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxx, XX | |||||
| Xxxxx X. Xxxxxxxxx, XX | ||||||
| Chief Restructuring Officer | ||||||
