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EXHIBIT 10.56
MANAGEMENT AGREEMENT
THIS AGREEMENT (the "Agreement") is made as of the 19th day of December,
1997 between BCC at Altoona, Inc., a Delaware corporation (the "MANAGEMENT
FIRM") and TC Realty of Altoona, Inc., a Delaware corporation (the "OPERATOR").
Witnesseth:
WHEREAS, the Operator executed and delivered that certain First Amended and
Restated Facility Lease Agreement dated as of December 19, 1997 (the "LEASE")
whereby the Operator leased from MEDITRUST ACQUISITION CORPORATION II, a
Delaware corporation (the "LESSOR") certain property, together with all
improvements built or to be built thereon, located in Xxxxx County,
Pennsylvania, as more fully described in the Lease (the "Property"); and
WHEREAS, Operator is or will be the sole operator of a personal care
home/assisted living facility with 60 licensed beds (located in 48 units) on the
Property (the "FACILITY"); and
WHEREAS, Balanced Care Corporation, a Delaware corporation ("BCC") and the
Operator have entered into that certain Shortfall Funding Agreement dated as of
December 19, 1997 (the "SHORTFALL AGREEMENT"), whereby, among other matters, BCC
has agreed to fund certain Shortfalls (as defined in the Shortfall Agreement) by
making loans to the Operator, as more fully provided in the Shortfall Agreement;
and
WHEREAS, the Management Firm is experienced in operating such facilities
and is willing to be the exclusive manager and operator of the Facility on
behalf of the Operator, as an independent contractor pursuant to the terms and
conditions set forth herein; and
WHEREAS, Operator wishes to engage Management Firm as the sole and
exclusive operator and manager of the Facility; and
WHEREAS, during the term of this Agreement, the Management Firm shall be
the exclusive manager and operator of the Facility on behalf of and in the name
of the Operator.
NOW, THEREFORE, in consideration of the promises and covenants contained
herein, and intending to be legally bound hereby, the parties hereto agree as
follows:
1. SCOPE OF WORK. Operator hereby appoints Management Firm as the exclusive
operator and manager of the Facility during the term of this Agreement. The
Management Firm shall have full responsibility and authority in the name and on
behalf of Operator to operate and manage the Facility and take all actions
necessary or desirable to operate and manage the Facility and to fulfill its
duties hereunder, including without limitation to: (i) operate and maintain the
Facility on behalf
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of the Operator as a 60 bed personal care home/assisted living facility; (ii)
collect all room and board revenue, as well as other revenue, and timely pay all
debts and other obligations relating to the Facility, including operating
expenses, fixed expenses and taxes; (iii) ensure the Facility complies with
applicable Federal, state and local laws and regulations, and with the terms and
conditions of the Lease and the other Lease Documents (as defined in the Lease);
(iv) provide all necessary services to ensure that the Facility provides quality
care to its residents; (v) recruit, hire and train personnel as needed for the
operation of all departments and services of the Facility; (vi) maintain such
bank accounts as may be necessary or desirable for the operation of the Facility
(the "OPERATING ACCOUNTS"); (vii) establish salary levels, performance
standards, personnel policies and employee benefits; and (viii) take all other
actions necessary or desirable to operate and manage the Facility in accordance
with prudent practice and industry standards.
Notwithstanding anything to the contrary contained herein, in any Lease
Document (as defined in the Lease) or in any Transaction Document (as defined in
the Shortfall Agreement), the Management Firm and the Operator agree that all
obligations and duties of the Operator under the Lease Documents and the
Transaction Documents related to the operation of the Facility (including
without limitation obligations relating to maintenance of insurance for the
Facility and repairs to and maintenance of the Facility) are hereby delegated to
the Management Firm.
In performing its duties, the Management Firm (through its in-house
corporate staff or independent contractors) shall perform the following with
respect to the Facility, as well as any other matters reasonably related thereto
commencing upon the date of this Agreement:
(a) MANAGEMENT INFORMATION SYSTEMS (MIS)
Support centralized Facility information system which provides systems
management for the following areas:
-- Accounts Payable
-- Payroll
-- Financial Reporting
-- Marketing
-- General Ledger
The Management Firm shall be responsible for billing and collection of
Accounts Receivable.
(b) LEGAL COUNSEL
(i) Prepare or coordinate with outside legal counsel for preparation
of documents for operation of the Facility, including resident agreements,
supplier/vendor contracts, service contracts, equipment leases and other
ancillary contracts; (ii) prepare or coordinate licensure and other
regulatory
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applications; (iii) coordinate all litigation involving the Facility with
local counsel or the insurance company; (iv) coordinate with local counsel
on local law issues affecting the Facility; (v) process working capital
requests and apply for, negotiate and obtain letters of credit; and (vi)
provide legal counsel or coordinate with local counsel to provide counsel
to the Facility's Human Resources Department.
The parties acknowledge that all outside counsel expenses under the
foregoing paragraph shall be an expense of the Operator.
(c) ACCOUNTING/TAX
(i) Provide an accountant to supervise all accounting activities; (ii)
implement accounting policies and guidelines; (iii) provide a centralized
cash management system; (iv) deposit in Operating Accounts established in
the Facility's name all funds received from the operations of the Facility,
satisfy obligations of the Facility from such Operating Accounts, and not
commingle funds in the Operating Accounts with any other funds; (v)
negotiate and administer working capital line of credit available to the
Facility; (vi) supervise the Facility's internal control structure; (vii)
provide payroll, income and real estate tax support as follows: prepare or
supervise preparation of all tax returns, assist the Facility in the event
of a tax audit, assist the Facility with technical issues relating to
payroll, excise and other taxes, and monitor pending and final Federal,
State and local tax law changes; (viii) perform periodic site visits to
review the Facility's accounting and tax records; (ix) provide operations
expertise through site visits and strategies to maximize fiscal
performance; and (x) develop and implement a budget for operations, capital
outlay and cash requirements. All checks or other documents for withdrawal
of funds shall be signed by the appropriate officer of the Management Firm
or its designee. Deposits may be made by the appropriate officer of the
Management Firm or its designee.
(d) HUMAN RESOURCES
(i) Implement all personnel policies and guidelines; (ii) recruit
management personnel of the Facility, including the community director of
the Facility, which recruitment and the salaries related thereto shall be
an expense of the Operator; (iii) provide on-going training for the
Facility's Human Resources Director; (iv) negotiate and administer all
employee benefit plans including health insurance, dental insurance, life
insurance, long-term disability insurance, and retirement/401K; (v)
negotiate and administer general and professional liability, workers'
compensation, property, and vehicular insurance plans; (vi) monitor the
Facility's
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compliance with Federal, State and local employment laws; (vii) respond to
all government compliance agencies and legal proceedings as necessary;
(viii) implement and monitor safety/loss control programs; (ix) develop and
implement career planning and manpower development strategies; (x) recruit,
employ and train personnel as needed for the operation of all departments
and services of the Facility; and (xi) establish salary levels, performance
standards, personnel policies and employee benefits for all employees
within applicable budgetary and regulatory limits. All persons engaged to
work at the Facility shall be the employees of the Management Firm, but
each such employee's salary and benefits shall be considered an operating
expense of the Facility.
(e) PROGRAM DEVELOPMENT
(i) Provide ongoing program development and management consultation;
(ii) supply select program manuals for local modification and
implementation; and (iii) provide program development/management training.
(f) QUALITY MANAGEMENT
(i) Provide model quality management systems and implement such
including risk management, resident/family satisfaction, licensing and
accreditation, and program evaluation; and (ii) provide ongoing monitoring
of the Facility resident outcomes, compare with regional and national
norms, and make program modifications.
(g) MARKETING/COMMUNICATION
(i) Hire, direct and supervise marketing department staff; (ii) train
staff (program managers, rehabilitation liaisons, marketing
representatives, etc.) in marketing skills; (iii) organize strong sales
efforts within the target area, develop program mix strategies, and develop
marketing plans for the Facility; (iv) establish an intake/admission system
and continuously review the admission process; (v) develop image building
advertising strategies for the Facility; and (vi) develop and produce
Facility selected promotional literature.
(h) CONTRACTING
Negotiate and execute contracts and agreements related to the Facility
with third parties and parties affiliated with the Management Firm;
provided that all contracts and agreements with parties affiliated with the
Management Firm shall be on terms no less
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favorable than terms for comparable contracts and agreements with
unaffiliated parties.
(i) MISCELLANEOUS
(1) Obtain and maintain all licenses and certifications required for
operation of the Facility and use reasonable efforts to procure
eligibility for participation in other applicable referral or
payor programs.
(2) Purchase supplies, using procurement practices in accordance with
industry standards, and lease equipment under national and
regional agreements or purchase contracts of the Management Firm
or its affiliated companies and provide to the Operator all
benefits resulting therefrom to the extent permitted by their
terms and by law. All such supplies so purchased shall become
property of the Operator. Once leases are completed, equipment
shall become property of the Operator.
(3) Review and analyze the performance of ancillary services under
contract and negotiate contractual arrangements therefor.
(4) Maintain books and records for the Facility at the Management
Firm's home office for the purpose of providing services under
this Agreement. The Management Firm shall make available to the
Operator and the Lessor, and their respective agents,
accountants, and attorneys during normal business hours all books
and records pertaining to the Facility, and the Management Firm
shall promptly respond to any questions of the Operator with
respect to such books and records and shall confer with the
Operator at all reasonable times, upon request, concerning the
operation of the Facility.
(5) Order, supervise and conduct a program of regular maintenance and
repair of the Facility at the Operator's cost and expense.
(6) Supervise and provide for the operation of food service
facilities for the Facility.
(7) Make periodic evaluations of the performance of all departments
of the Facility and investigate and report, upon request, any
inconsistency between expenditures and budget.
(8) Implement all policies and procedures reasonably necessary for
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the operation of the Facility consistent with applicable
regulations.
(9) Xxxxxx a working relationship between Management Firm and any
authorized volunteer or auxiliary groups interested in providing
support to the Facility and residents of the Facility.
The Management Firm shall conduct its affairs so that the Operator will
have no liability for the payment of wages, payroll taxes, fringe benefits, and
other expenses of employment for the Management Firm's employees or independent
contractors.
2. ADDITIONAL SERVICES. It is the intention of the parties that the Management
Firm be responsible for providing all service necessary or desirable for the
efficient and orderly management and operations of the Facility; provided, the
cost and expense of operating the Facility is to be paid by Operator. The
Management Firm shall actively utilize staff specialists in its employ or that
of its affiliates in such areas as accounting, budgeting, marketing,
reimbursement, dietary, housekeeping, clinical, pharmaceutical, purchasing and
third party payments in the management of the Facility when considered desirable
by the Management Firm. The expense of such personnel shall be the
responsibility of Operator.
3. FINANCIAL STATEMENT. The Management Firm shall prepare and deliver to the
Operator an unaudited balance sheet within forty-five (45) days after the close
of each fiscal quarter of the Operator. The Management Firm shall also cause an
unaudited annual statement to be made of the financial records of the Facility
and a copy of such report shall be provided to the Operator as soon as it is
available after the end of the fiscal year. The cost of the reports shall be an
expense of the Facility and shall be paid for by the Operator. The fiscal year
for the Facility shall coincide with the Operator's fiscal year. All financial
statements are to be prepared in accordance with GAAP. Without limiting any
other provision hereunder, the Management Firm shall prepare and deliver all
financial statements and reports relating to the Operator or the Facility
required by Lessor pursuant to the Lease.
4. PROPERTY INTERESTS/CONFIDENTIALITY. (a) The technical systems, methods,
policies, procedures and controls, copyrights, tradenames, trademarks,
servicemarks, "know-how" and all other intellectual property rights related
thereto employed by the Management Firm (the "INTANGIBLE RIGHTS") are to remain
the property of the Management Firm and are not, at any time, to be utilized,
distributed, copied or otherwise employed or acquired by the Operator except as
authorized in writing by the Management Firm or except as may be required by
law.
(b) Operator understands and acknowledges that Management Firm has
devoted substantial time, energy and expense to developing a process and
procedure to manage and operate facilities such as the Facility, and that such
processes, procedures, Intangible Rights and the information and materials
compiled or prepared in connection therewith, including without limitation
marketing plans, business plans, pricing information , information on
competition, demographics, suppliers and providers of services and financing
arrangements (collectively
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"CONFIDENTIAL INFORMATION") are proprietary to Management Firm and the
confidential information of the Management Firm. Operator shall not disclose to
any party any Confidential Information, without the prior written consent of
Management Firm, except as may be required by law or except as may be required
by the Lessor.
(c) The provisions of this Section shall survive the expiration or sooner
termination of this Agreement.
5. TERM OF AGREEMENT. The term of this Agreement shall commence upon the date
hereof, and continue for a period of two (2) years thereafter. This Agreement
shall be automatically renewed for additional one (1) year terms unless either
party gives the other party notice of its intent not to renew, which notice must
be given at least ninety (90) days prior to the expiration of the then current
term.
6. TERMINATION. (a) The Operator may terminate this Agreement upon written
notice if the Management Firm defaults in the performance of any material
covenant, agreement, term or provision of this Agreement to be performed by it
and such default continues for a period of forty-five (45) days after written
notice to the Management Firm from the Operator stating the specific default or,
if such default is not subject to cure within forty-five (45) days, such longer
period as may be required to effect a cure, provided Management Firm initiates
curative action within forty-five (45) days and thereafter is diligently and in
good faith pursuing such cure.
(b) The Management Firm may, after the expiration or sooner termination of
the Lease, terminate this Agreement upon written notice in the event any one or
more of the following events shall occur:
(1) If the Operator shall fail to timely pay to the Management Firm
any Management Fee required to be paid in accordance with
Paragraph 9 hereof and such failure continues for ten (10) days
after written notice to the Operator; or
(2) If the Operator defaults in the performance of any other material
covenant, agreement, term or provision of this Agreement to be
performed by the Operator and such default continues for a period
of forty-five (45) days after written notice to the Operator from
the Management Firm stating the specific default or, if such
default is not subject to cure within forty-five (45) days, such
longer period as may be required to effect a cure, provided the
defaulting party initiates curative action within forty-five (45)
days and thereafter is diligently and in good faith pursuing such
cure; or
(3) If the Facility or a material portion thereof is damaged or
destroyed by fire or other casualty and the Operator fails to
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commence to repair, restore, rebuild or replace any such damage
or destruction within ninety (90) days of the occurrence of such
damage or destruction, and thereafter to complete such work
within a reasonable period of time.
In the event of termination of this Agreement by either party pursuant to
Section 6(a) or 6(b) above, the Management Firm shall have the right to enter
the Facility and remove all of its personal property and Intangible Rights
material.
(c) The Management Firm and Operator acknowledge and agree that this
Agreement shall automatically terminate upon the expiration or sooner
termination of the Lease, unless the Operator has acquired fee title to the
Facility.
7. LIABILITY AND INDEMNIFICATION/FORCE MAJUERE. (a)By the Management Firm. The
Management Firm shall indemnify, defend, save and hold harmless the Operator,
its shareholders, officers, directors, employees, or agents from and against all
demands, claims, actions, losses, damages, deficiencies, liabilities, costs and
expenses (including, without limitation, attorney's fees, interest, penalties
and all amounts paid in investigation, defense or settlement of any of the
foregoing) asserted against or incurred by the Operator, its shareholders,
officers, directors, employees, or agents, in connection with, or arising out
of, or resulting from a breach of any covenant, agreement, representation or
warranty of the Management Firm. The provisions of this Section shall survive
the expiration or sooner termination of this Agreement.
(b) By the Operator. The Operator shall indemnify, defend, save and hold
harmless the Management Firm, its shareholders, officers, directors, employees,
or agents from and against all demands, claims, actions, losses, damages,
deficiencies, liabilities, costs and expenses (including, without limitation,
attorney's fees, interest, penalties and all amounts paid in investigation,
defense or settlement of any of the foregoing) asserted against or incurred by
the Management Firm, its officers, directors, employees, or agents, in
connection with, or arising out of, or resulting from a breach of any covenant,
agreement, representation or warranty of the Operator; provided, however, the
Operator shall not be required to provide indemnification hereunder in the event
that the claim for which the indemnification has arisen results from a breach of
a duty or obligation of the Operator under the Lease Documents or the
Transaction Documents that has been delegated to the Management Firm hereunder.
The provisions of this Section shall survive the expiration or sooner
termination of this Agreement.
(c) Joinder of BCC . BCC joins in the execution of this Agreement solely
and exclusively for the purpose of guarantying the obligations of the Management
Firm with respect to the indemnification provisions of Subsection (a) above,
which indemnification obligations shall be the joint and several obligations of
BCC and the Management Firm.
(d) No Bar to Claims. Nothing contained herein shall preclude either party
from asserting any claims or suits against the other party which may arise out
of the terms and
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provisions of this Agreement.
(e) Force Majuere. The Management Firm shall not be deemed to be in
violation of this Agreement, and its performance shall be excused, if it is
prevented from performing any of its obligations hereunder for any reason beyond
its control, including without limitation, shortages in labor or supplies, war,
acts of God, failure of the Operator to advance funds (unless such failure
results from any failure by BCC to advance funds pursuant to the Working Capital
Loan Documents, as defined in the Lease, following the full advance of the
Working Capital Reserve), or changes in any statute or regulation of Federal,
State or local government, or any agency thereof.
8. RELATIONSHIP BETWEEN PARTIES. The relationship of the Management Firm to the
Operator shall be that of independent contractor.
9. MANAGEMENT FEE. The Management Firm for the services rendered hereunder shall
be entitled to six percent (6%) of Gross Revenues (as defined in the Lease) of
the Facility as its sole compensation for management of the Facility (the
"Management Fee"). Payment of the Management Fee or any other amounts due to the
Management Firm from the Operator or the Facility shall be subordinated to
payment and other charges due to the Lessor under the Lease and the other Lease
Documents (as defined in the Lease). The Management Fee shall be paid monthly,
and shall be based on the financial operations of the Facility as of the end of
each calendar monthly. To the extent that the year-end audited financial
statements for the Facility disclose that the Management Fee actually received
during the year than ended was greater or less than what should have been
received, Operator shall (in case of underpayment) pay upon demand the shortfall
and (in the case of overpayment) shall be credited against the Management Fee
due in the next succeeding quarter such overpayment. In addition to the
Management Fee, the Management Firm shall be paid on a monthly basis beginning
on that date which is six months prior to substantial completion of the Facility
the sum of $3,000 per month. Notwithstanding the foregoing, the employee
benefits and salary of the community director and director of marketing for the
Facility shall be paid by the Operator, but shall at all times remain the
employee of the Management Firm.
10. FUNDING OF COSTS AND EXPENSES BY THE OPERATOR. The Operator shall at all
times provide sufficient working capital for operation of the Facility and shall
deposit such capital from time to time into the Operating Accounts of the
Facility in advance of the time required to be disbursed by the Management Firm.
Notwithstanding anything to the contrary in this Agreement, the Transaction
Documents or any other documents or agreements entered into between or among the
Operator, the Management Firm, or any of them or their respective affiliates, in
no event shall the directors or officers of the Operator or shareholders,
directors or officers of TC Realty Holding Company, Inc., the parent corporation
of the Operator, ever be personally liable to the Management Firm or any third
party for the payment and/or performance of any obligation or liability under
this Agreement or the Transaction Documents; provided, however, nothing
contained herein or in any other Transaction Document shall hinder or prevent
BCC from
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exercising BCC's rights and remedies under the Option Agreement.
11. NO APPROVAL BY THE OPERATOR. The Management Firm shall operate the Facility
and the Operator act as a passive investor with respect thereto. The Management
Firm shall, not less frequently than annually, adopt a plan of operation for the
Facility which shall set forth proposed staffing, budgets, program and related
matters; such matters shall not, however, be subject to approval of the Operator
or its designee, but shall be subject to the approval of the Lessor as provided
in the Lease. The Operator shall not participate in the day-to-day operation of
the Facility.
12. OTHER FACILITIES. Operator understands and acknowledges that Management Firm
is in the business of operating facilities such as the Facility, and that
Management Firm intends to continue to manage and operate such other facilities,
provided that such other facilities are not located within a 10 mile radius of
the Facility. Nothing contained herein shall be deemed to be construed as a
restriction on the Management Firm's right to so operate and manage such other
existing facilities or facilities that may be opened in the future. The
Management Firm acknowledges that it is included within the definition of
Leasing Group set forth under the Lease, and agrees to be bound by the
provisions of Section 11.5.4 of the Lease. The provisions of this Section 12
shall survive the expiration or sooner termination of the Lease and/or this
Agreement and may be enforced by the Lessor or any Purchaser (as defined in the
Lease) as a third party beneficiary.
13. NOTICES. All notices required or permitted hereunder shall be given in
writing by actual delivery or by Registered or Certified U.S. Mail, postage
prepaid. Notice shall be deemed given upon delivery, or if given by mail, upon
depositing with the U.S. Postal Service. Notice shall be delivered or mailed to
the parties at the following addresses or at such other places as a party shall
designate in writing.
Management Firm:
BCC AT ALTOONA, INC.
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Legal Department
The Operator:
TC REALTY OF ALTOONA, INC.
0000 XXX Xxxxxxxxx, Xxxxx 0000
Xxxx Xxxxx Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx
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BCC:
BALANCED CARE CORPORATION
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Legal Department
14. ARBITRATION. Any controversy or dispute between the Management Firm and the
Operator with respect to the application or interpretation of the terms of this
Agreement, except failure of the Operator to pay compensation to the Management
Firm as required herein, will be submitted to mediation under the National
Health Lawyer's Association ("NHLA") Alternative Dispute Resolution Service
Rules of Procedure for Mediation. If any dispute is not resolved by mediation no
later than thirty (30) days after its submission to mediation, the dispute shall
be submitted to arbitration in accordance with the NHLA Alternative Dispute
Resolution Service Rules for Arbitration. The same person may serve as both
mediator and arbitrator. Any such arbitration shall be final and binding upon
the parties to the fullest extent permitted by law. The cost of mediation and/or
arbitration shall be shared equally by the Operator and the Management Firm;
however, each party shall bear the expense of its own attorneys, representatives
and witnesses, and the cost of any transcripts or related matters.
15. ENTIRE AGREEMENT. This writing contains the entire agreement between the
parties and shall be binding upon and inure to the benefit of their successors
and assigns. Any modifications or changes in this Agreement shall be effective
only if in writing and signed by the parties hereto.
16. COUNTERPARTS. This Agreement may be signed in any number of counterparts,
each of which shall be an original, and all of which taken together shall be
deemed to constitute one and the same instrument.
17. CONSTRUCTION. This Agreement shall be constructed in accordance with the
laws of the Commonwealth of Pennsylvania, exclusive of its conflicts of laws.
18. COMPLIANCE WITH FEDERAL RECORDS REQUIREMENTS. To the extent required under
applicable law, the Management Firm shall, (and if Management Firm carries out
any of the duties under this Agreement through a subcontract with a related
organization and such subcontract has a value or cost of $10,000 or more during
any 12-month period, such subcontract shall contain a clause to the effect that
the subcontractor shall), until the expiration of four (4) years after the
furnishing of services hereunder, make available upon written request by the
Secretary of Health and Human Service or the Comptroller General of the United
States or any of their duly authorized representatives, this Agreement and the
books, documents and records of the Management Firm (or such subcontractor) that
are necessary to verify the nature and extent of the costs furnished under this
Agreement.
19. SUCCESSORS AND ASSIGNS. Except with respect to the collateral assignment of
its interest in this Agreement to the Lessor, Operator may not assign this
Agreement, expressly, by operation of law, or otherwise, without the prior
written consent of the Management Firm, which consent may be withheld in the
sole discretion of the Management Firm. Management Firm may not assign this
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Agreement, expressly, by operation of law, or otherwise, without the prior
written consent of the Operator; provided, however, subject to the prior consent
of the Lessor (which consent shall not be unreasonably withheld, conditioned or
delayed) Management Firm may assign its rights and obligations hereunder without
consent to any company controlled by or under common control with the Management
Firm.
20. LEASE DOCUMENTS/NOTICES FROM LESSOR. The Management Firm acknowledges that
it has received true, complete and correct copies of all Lease Documents, and
that the Management Firm shall operate the Facility in accordance with the terms
of the Lease Documents so provided. In the event of any inconsistency between
the terms of the Lease Documents and the terms of this Agreement, the terms of
the Lease Documents shall control. Operator shall immediately provide to
Management Firm all notices received from the Lessor.
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IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have affixed their names by their proper officers or duly authorized
representatives as of the day and year first above written.
WITNESS/ATTEST: THE MANAGEMENT FIRM:
BCC AT ALTOONA, INC.
By: /s/ Signature Illegible
----------------------------- ---------------------------------------
Title:
------------------------------------
WITNESS/ATTEST: THE OPERATOR:
TC REALTY OF ALTOONA, INC.
By: /s/ Signature Illegible
----------------------------- ---------------------------------------
Title:
------------------------------------
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Schedule to Exhibit 10.56 filed pursuant to Instruction 2 to Item 601(a) of
Regulation S-K
Management Agreement
Project Parties Property Location Date
------- ------- ----------------- ----
Blytheville, AR BCC at Blytheville, Mississippi County 12/19/97
Inc.(Management Firm) AR
TC Realty of Blytheville
Inc. (Operator)
Maumelle, AR BCC at Maumelle, Pulaski County 12/19/97
Inc. (Management Firm) AR
TC Realty of Maumelle
Inc. (Operator)
Mountain Home, BCC at Mountain Home, Xxxxxx County 12/19/97
AR Inc. (Management Firm) AR
TC Realty of Mountain
Home , Inc. (Operator)
Pocahontas, AR BCC at Pocahontas, Inc. Xxxxxxxx County 12/19/97
(Management Firm) AR
TC Realty of Pocahontas,
Inc. (Operator)
Sherwood, AR BCC at Sherwood, Inc. Pulaski County 12/19/97
(Management Firm) AR
TC Realty of Sherwood,
Inc. (Operator)
Reading, PA BCC at Reading, Inc. Berks County 12/19/97
(Management Firm) PA
TC Realty of Reading,
Inc. (Operator)
Lewisburg, PA BCC at Lewisburg, Inc. Union County 12/19/97
(Management Firm) PA
TC Realty of Lewisburg,
Inc. (Operator)
Martinsburg, WV BCC at Martinsburg, Inc. Berkeley County 12/31/97
(Management Firm) WV
Black Box of Martinsburg,
Inc. (Operator)
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Dillsburg, PA BCC at Dillsburg, Inc. York County 12/31/97
(Management Firm) PA
Black Box of Dillsburg,
Inc. (Operator)
Peckville, PA BCC at Peckville, Inc. Lackawanna County 12/31/97
(Management Firm) PA
Black Box of Peckville,
Inc. (Operator)
Berwick, PA BCC at Berwick, Inc. Columbia County 1/7/98
(Management Firm) PA
TC Realty of Berwick,
Inc. (Operator)
Chippewa, PA BCC at Chippewa, Inc. Beaver County, 1/7/98
(Management Firm) PA
TC Realty of Chippewa,
Inc. (Operator)
Lewistown, PA BCC at Lewistown, Mifflin County, 1/7/98
Inc. (Management Firm) PA
TC Realty of Lewistown,
Inc. (Operator)
