EXHIBIT 10.36
MANAGEMENT AGREEMENT
(Oak Grove Healthcare Center)
This is a MANAGEMENT AGREEMENT ("Agreement") made and effective September
1, 1994 (the "Effective Date"), between TRANSITIONAL HEALTH PARTNERS d/b/a
TRANSITIONAL HEALTH SERVICES, a Delaware general partnership ("Manager"), and
OAK GROVE OF XXXXXXXXXX LIMITED PARTNERSHIP, a North Carolina limited
partnership ("Owner").
Recitals
A. Owner owns a new, 80-bed healthcare/nursing facility located in
Rutherfordton, North Carolina (mailing address: Xxxxx 0, Xxx 0, Xxxxxxxxxxxxx,
XX 00000 (the "Facility").
B. Owner wishes to retain Manager, commencing effective as of the time the
Facility is licensed by the North Carolina Department of Health - Division of
Health Facilities, to manage and operate the Facility on behalf of Owner under
the terms of this Agreement in order to avail itself of Manager's experience and
skill in managing healthcare facilities.
C. Manager wishes to provide such management services on behalf of Owner
pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual premises and covenants of
the parties contained herein, and for such other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree:
ARTICLE I.
MANAGEMENT DUTIES AND OBLIGATIONS
1.01 Employment; Control Retained by Owner. Owner hereby retains Manager,
and Manager hereby agrees to manage the Facility, subject to the terms and
conditions of this Agreement Owner shall exercise overall control over the
assets and operations of the Facility at all times, and Manager shall perform
the duties herein to be performed by It as the agent of Owner and in accordance
with the policies and directives from time to time adopted by Owner. Owner has
reviewed the policies and procedures created by Manager and hereby authorizes
and directs Manager to implement such policies and procedures at the Facility.
1.02 Ownership of Manuals. Manager is the sole owner of all policy and
procedure manuals.
1.03 Management of Facility. During the term of this Agreement Manager
shall on behalf of Owner supervise, conduct, and manage all aspects of the
day-to-day operation of the Facility, Including, but not limited to, staffing,
accounting, billing, collections, setting of rates and charges and general
administration, In connection the Manager (either directly or thorough
supervision of employees of the Facility) shall:
(a) Establish, maintain, revise and administer an overall pricing
structure for services rendered in the Facility, including. without limitation,
patient room charges, charges for all ancillary services, charges for supplies.
medication and special services.
(b) Hire as Manager's employees and retain an adequate staff of
nurses, technicians, nurse aides, office and other employees, including an
administrator (the "Administrator")
and promote, direct assign and discharge all such employees at Manager's sole
discretion. All such employees shall be employees of the Manager and carried on
the payroll of the Facility.
(c) Institute and amend from time to time general salary scales,
personnel policies and appropriate employee benefits for all employees. Employee
benefits may include pension and profit sharing plans, insurance benefits,
incentive plans for key employees and holiday, vacation, personal leave and sick
leave policies.
(d) Issue appropriate bills for services and materials furnished by
the Facility and use its best efforts to collect accounts receivable and monies
owed to the Facility, design and maintain accounting, billing, patent and
collection records; and prepare and file insurance, Medicare, Medicaid and any
and all other necessary or incidental reports and claims related to revenue
production. Subject to any rights in favor of Manager's accounts receivable
lender, Owner hereby grants Manager the right to enforce Owner's rights as
creditor under any contract or in connection with rendering any services for
purposes of collecting accounts receivable and monies owed the Facility.
(e) Order, supervise and conduct a program of regular maintenance
and repair, except that any physical improvements costing in the aggregate more
than $10,000 in any given year shall be subject to approval of Owner.
(f) Purchase food, beverage, medical, cleaning and other supplies,
equipment furniture and furnishings for the account of Owner.
(g) Administer, supervise and schedule all patient and other
services of the Facility, including the operation of food, xxxxxx/beautician and
other ancillary services.
(h) Provide necessary funds for and pay all of the accounts payable,
Indebtedness (other than Owner's mortgage financing), taxes (other than taxes on
or measurable by Owner's income taxes), insurance premiums, and all other
obligations of the Facility.
(i) Institute standards and procedures for limiting patients,
charging patients for services, and collecting the charges from the patients or
third parties.
(j) Obtain and maintain insurance coverage for the Facility naming
Owner. Manager and such other persons requested by Owner as insured as provided
in Section 5.01 hereof.
(k) Negotiate and enter into such agreements, leases, contracts and
orders as it may deem necessary or advisable, for the furnishing of services
(inducting medical, pharmacy and medical records consulting, dietary, emergency
evacuation, transportation, infectious waste disposal, fire system, etc, and
related services), concessions and supplies for the operation and maintenance of
the Facility.
(l) Negotiate with any labor union lawfully entitled to represent
employees of Manager who work at the Facility, but any collective bargaining
agreement or labor contract must be submitted to Owner for its approval and
execution. Manager agrees to provide Owner with prompt notice of all labor
negotiations.
(m) Maintain all licenses and permits required for the operation of
the facility. its contracts with third party payors and other similar
governmental and nongovernmental agencies and intermediaries.
(n) Make periodic evaluations of the performances of all departments
of the Facility.
2
(o) Design, establish and maintain a suitable accounting system
using accounts and classifications consistent with those used in similar
facilities.
(p) Designing an adequate and appropriate public relations program.
(q) Acquire at Manager's expense all items required to property
equip and operate the facility which are not provided by Owner, which items
shall remain the property of Manager regardless of whether or not attached to
Real Property or constitute fixtures.
(r) Engage counsel and cause such legal proceedings to be instituted
as may be necessary in Manager's reasonable determination to enforce payment of
charges, collect accounts receivable, or enforce compliance with other terms of
residency agreements, or to dispossess residents and patients, with full
authority to compromise disputes with residents and patients involving setoffs
or damage claims.
1.04 Reports to Owner. Manager shall prepare and deliver to Owner within
thirty (30) days after the close of each calendar month unaudited financial
statements covering the prior month and containing a balance sheet and statement
of income in reasonable detail. Manager shall also provide any required
assistance to the independent accountants for the Facility, who may be selected
by Manager in the preparation of audited or unaudited financial statements for
the operation of the Facility.
1.05 Bank Accounts, Working Capital.
(a) Manager shall deposit in a bank account or accounts of the
Manager or the Facility (the "Facility Depository Accounts") established in
Manager's name all funds received from the operations of the Facility. Manager
may "sweep" these accounts as often as it deems appropriate and consolidate and
commingle funds from other facilities owned or managed by Manager into its
primary operating account(s) in Louisville, Kentucky, or such other place and
with such financial institutions as Manager may determine (the "Operating
Accounts"). Manager shall also provide sufficient working capital for the
continued operation of the Facility, which shall be deposited into or drawn from
the Operating Accounts. Manager shall specify the signatory or signatories
required on all checks or other documents of withdrawal for the Depository or
Operating Accounts. Manager shall also deposit the personal funds of the
Facility's residents into a separate trust account established in Manager's
name. Manager shall designate those employees of the Facility with signature
authority for all checks or other documents of withdrawal for the Trust Account
(b) As partial consideration for entering into this Agreement
Manager hereby agrees that the Owner will not be xxxxx for any operating or
managing losses as a result of the operation of the Facility. Manager agrees to
provide sufficient operating capital as needed in order to operate the Facility
and to pay the debts and obligations incurred or accrued in connection with the
operation of the Facility after the Effective Date of this Agreement The revenue
generated by the Facility, together with amounts funded by the Manager, will at
least equal the amount necessary to pay for the operating costs and other costs
associated with the ownership and operation of the Facility. In the event that
funds are necessary in order to fund any deficit the Manager will, as soon as
Possible and not less than ten (10) days after notice from Owner, deposit into
the Operating Accounts such amounts as may be necessary to fund any deficit and
to operate the Facility without incurring additional deficits.
1.06 Record Requirements. If it is ultimately determined that Section 952
of the Omnibus Reconciliation Act of 1980 and final regulations promulgated
thereunder apply to this Agreement
(a) Until the expiration of four years after the furnishings of
services pursuant to this Agreement, Manager shall, as provided in said Section
952, make available, upon written request,
3
to the Secretary of Health and Human Services or upon request to the Comptroller
General of the United States or any of their duty authorized representatives,
this Agreement, and all books, documents and records Of Manager that are
necessary to verify the nature and extent for the costs of any services
furnished pursuant to this Agreement for which payment may be made under the
Medicare program; and
(b) If Manager carries out any of the duties of this Agreement
through a subcontract with an aggregate value or cost of $ 10,000 or more over a
twelve-month period with a related organization, such subcontracts, the related
organization shall as provided in Section 952 make available, upon written
request to the Secretary of Health and Human Services or upon request to the
Comptroller General of the United States or any of their duly a ed
representatives, the subcontract or subcontracts, and all books. documents and
records of such organization that are necessary to verify the nature and extent
of the costs of any services furnished pursuant to such subcontract or
subcontracts for which payment may be made under the Medicare program.
1.07 Licenses.
(a) Manager shall apply for, obtain and maintain all necessary
licenses, permits, consents, and approvals from all governmental agencies which
have jurisdiction over the operation of the Facility. Manager agrees that its
management and operation of the Facility shall materially and substantially
comply with representations in the Certificate of Need application for the
Facility on file with the North Carolina Department of Human Resources -
Division of Facility Services, and shall materially comply with all conditions
placed upon the Certificate of Need.
(b) Neither Owner nor Manager shall knowingly take any action or fad
to take any action which may (1) cause any governmental authority having
jurisdiction over the operation of the Facility to institute any proceeding for
the rescission or revocation of any necessary license, permit consent or
approval, or (2) adversely affect Owner's right to accept and obtain payments
under Medicare, Medicaid. Blue Cross, or any other public or private third-party
medical payment program.
(c) Manager shall have the right to contest by appropriate legal
proceedings, diligently conducted in good faith in the name of Owner, the
validity or application of any law, ordinance, rule, ruling, regulation, order
or requirement of any governmental agency having jurisdiction over the operation
of the Facility. Counsel for any such contest shall be selected by Manager and
approved by Owner.
(d) Manager shall have the right to process all third-party payment
claims for the services of the Facility, including, without limitation, the full
right to contest to exhaustion all applicable administrative proceedings or
procedures, adjustment and denials by governmental agencies or their fiscal
intermediaries as third-party payors.
1.08 Administrator. Manager shall hire for the Facility a qualified
administrator (the "Administrator") of the Facility. The Administrator shall be
an employee of and be compensated by the Manager.
1.09 Taxes. Any federal, state or local taxes, assessments or other
governmental charges property imposed on the Facility (other than taxes on or
measured by income of Owner) are the obligations of the Facility and shall be
paid out of the Operating Accounts of the Facility.
1.10 Use of Manager's Personnel. An authorized representative of Manager
shall visit the Facility.if and as often as Manager deems necessary. The time
spent by such arising from travel and lodging connected with such visitations
shall not be charged separately to Owner, but shall be paid by Manager out of
its own management fees.
4
1.11 Government Regulations. Manager agrees to operate and maintain the
Facility in substantial compliance with the requirements of any statue,
ordinance, law, rule, regulation or order of any governmental or regulatory body
having jurisdiction over the Facility.
1.12 Quality Controls. Manager shall implement and maintain on a
contingency basis a Quality Assurance Program at the Facility and in connection
therewith shall utilize such techniques as Manager deems appropriate in order to
fulfill its duties herein.
1.13 Staff Specialist. In addition to the other managerial services
provided for herein, Manager shall make available to the Facility for
consultation and advice, as it deems appropriate, specialists in such fields as
accounting, auditing. budgeting, dietary services, operations, public relations
and procedures, and third-party reimbursement
1.14 Performance of Services by Manager. In the performance of its
services hereunder, Manager shall exercise the same standards and degree of care
used by reasonable and prudent managers of nursing homes of singular size,
nature and character as the Facility. Notwithstanding anything herein to the
contrary, Manager shall not be deemed In violation of this Agreement, if it is
prevented from performing any of its obligations hereunder for any reason beyond
its reasonable control including, without limitation, strikes, walkouts or other
employee disturbances, acts of God or the promulgation of any statute, rule,
regulation or order by any federal, state, or local governmental or judicial
agency or official, nor shall it be deemed in default or grossly negligent with
respect hereto.
1.15 Extraordinary Services. Owner agrees that any extraordinary or
specialized service recommended by Manager and approved by Owner, even if
provided by Manager, may be performed for a separate fee as agreed upon by
Manager and Owner in advance of the performing of such service.
1.16 Name of Facility. Owner agrees that Manager shall be permitted to
name, and Install such signage for the Facility as Manager deems reasonably
appropriate.
ARTICLE II.
TERM
2.01 Term. The term of Agreement shall commence on the Effective Date and
continue for an term of five (5) years, and thereafter from year to year subject
to (a) the right of either party to terminate this Agreement at the end of the
initial term or the end of any anniversary thereof upon not less than ninety
(90) days prior written notice.
2.02 Default. If Manager fails to make any payment required to made by it
hereunder within fifteen (15) days of its due date, then the Manager shall be in
default and the Owner shall have the right after thirty (30) days notice to
terminate this Agreement and exercise any and all other legal remedies. If Owner
does not receive from Manager any payment within fifteen (15) days after such
payment is due, Owner, at its option may charge a late charge equal to five
percent (5%) of such amount which shall be deemed an additional expense of
Manager, and such charge shall be due and payable by Manager to Owner upon
notice to Manager.
ARTICLE III.
[INTENTIONALLY LEFT BLANK]
ARTICLE IV.
MANAGEMENT FEE
5
4.01 Management Fee. Each month during the term hereof, Manager shall
receive from Owner, and Owner shall pay to Manager as the amount due for
services, a management fee equal to the Adjusted Net Income of the Facility for
such month. "Adjusted Net Income" shall mean net Income or loss of the Facility
determined in accordance with generally accepted accounting principles, plus
depreciation, amortization of deferred expenses, and any other noncash charges
or expenses, less the Owner's Draw. As used herein, "Owners Draw means an amount
equal to $2,000 per month plus $11.00 per patient day (based on a 30-day month),
or $28,400 per month, net of the Facility's debt service payments, which Manager
shall make on Owner's behalf.
4.02 Payment of Management Fees. All management fees due hereunder shall
be paid to Manager. Any late payments of management fees not made after three
(3) days written notice to Owner shall bear interest from their original due
date equal to ten percent (10%) per annum until fully paid. Notwithstanding
anything herein to the contrary, the management fees provided under this Article
III shall be subordinate and subject to the agreements of Manager provided in
Section 1.05(b) above.
ARTICLE V.
INSURANCE
5.01 Insurance Indemnity. During the term of this Agreement, Manager shall
at all times keep the Facility Insured with the kinds and amounts of insurance
described below, This Insurance shall be written by companies authorized to do
insurance business In the State of North Carolina. The policies must name Owner
as an additional insured. Losses shall be payable to Owner and Manager as
provided in Section 5.05 below. In addition, the policies shall name as an
additional insured any mortgagee of the Facility by way of a standard form of
mortgagee's loss payable endorsement. Any loss adjustment shall require the
written consent of Owner, Manager, and each mortgagee. Evidence of insurance
shall be deposited with Owner and, if requested, with any mortgagee(s). The
policies on the Facility shall insure against the following risks:
(i) Loss or damage by fire and such other risks as may be included in the
broadest form of extended coverage insurance from time to time available,
including but not limited to loss or damage from leakage of any sprinkler
system now or hereafter installed in the Facility, in amounts sufficient
to prevent Owner or Manager from becoming a co-insurer within the terms of
the applicable policies and in any event in an amount not less than one
hundred percent (100%) of the then full replacement value thereof (as
defined below in Section 5.02);
(ii) Loss or damage by explosion of steam boilers, pressure vessels or similar
apparatus, now or hereafter installed in the Facility, in such limits with
respect to any one accident as may be reasonably agreed by Owner and
Manager from time to times:
(iii) Claims for personal injury or property damage under a policy of general
public liability insurance with amounts not less than One Million and
No/100 Dollars ($1,000,000.00) per occurrence in respect of bodily injury,
Two Million and No/00 Dollars ($2,000,000.00) aggregate per occurrence,
and Three Hundred Thousand and No/100 Dollars ($300,000.00) for property
damage;
(iv) Claims arising out of malpractice in an amount not less than One Million
and No/100 Dollars ($1,000,000.00) for each person and for each
occurrence;
(v) Such other hazards and in such amounts as may be customary for comparable
properties in the area and is available from insurance companies
authorized to do business In the State of North Carolina;
6
(vi) Loss of rental under a rental value insurance policy covering a risk of
loss during the first six (6) months of reconstruction resulting from the
occurrence of any of the hazards described in subsections (i) and (ii) of
this Section 5.01 in an amount sufficient to prevent Owner from becoming a
co-insurer, and
(vii) Workers compensation.
5.02 Replacement Cost. The term "full replacement value" of improvements
as used herein, shall mean the actual replacement cost thereof from time to
time, less exclusions provided in the normal fire insurance policy.
5.03 Additional Insurance. In addition to the insurance described above,
Manager shall maintain such additional insurance as may be reasonably required
from time to time by any mortgagee of the Facility.
5.04 Waiver of Subrogation. Any provision in this Agreement to the
contrary notwithstanding, each party, to the extent it is permitted to do so by
the terms and provisions of any of the above policies, hereby waives any and all
rights it may have against the other, its agents, or employees, for any loss or
damage from risks ordinarily insured against under such policies, but only to
the extent that such loss or damage is in fact covered by such insurance and Is
collectible by the insured party. Each party further covenants and agrees that
it will, upon request of the other, request each such insurance company to
attach to such policy or policies Issued by it a waiver of subrogation with
respect to the other party, its agents or employees.
5.05 Insurance Proceeds. All proceeds payable by reason of any casualty
loss or damage to all or any part of the Facility and insured under any policy
of insurance required by Section 5.01 above of this Agreement shall be paid to
Owner and held by Owner in trust (subject to the provisions of Section 5.06
below and the rights of the holders of the Facility mortgages) and shall be made
available for reconstruction or repair, as the case may be, of any damage to or
destruction of the Facility, and shall be paid out by Owner from time to time
for the reasonable costs of such work. Any excess proceeds of insurance
remaining after the completion of the restoration or reconstruction of the
Facility shall be returned, as applicable, to the insurer or Manager as their
interests may appear. All salvage resulting from any such loss covered by
Insurance shall belong to Owner.
5.06 Damage or Destruction. If, during the Term of this Agreement the
Facility is totally or partially destroyed from a risk covered by the insurance
described in Section 5.01 above, Owner shall, as soon as practicable, restore
the Facility to substantially the same condition as existed immediately before
the destruction. Upon the commencement of such work Owner shall proceed with due
diligence to complete such work within a reasonable period of time. If the costs
of the restoration exceed the amount of proceeds received by Owner from the
Insurance required under Section 5, 1. Manager shall have the right but no the
obligation to pay the difference between the amount of insurance proceeds and
such cost of restoration.
5.07 Restoration of Manager's Property. If Owner is required to restore
the Facility as provided Section 5.06, Owner shall not be required to restore
alterations made by Manager, or Manager's improvements, trade fixtures or
personal property, such excluded items being the sole responsibility of Manager
to restore. Owner shall, however, be required to restore the Facility's tangible
personal property owned by Owner.
5.08 Manager's Blanket Policy. Notwithstanding anything to the contrary
contained in this Article V, Manager's obligation to carry the insurance
provided for herein may be brought within the coverage of a so-called blanket
policy, carried and maintained by Manager. provided, however, that the coverage
afforded Owner will not be reduced or diminished or otherwise be different from
that which would exist under a separate policy meeting all other requirements of
this Agreement.
7
ARTICLE VI.
MISCELLANEOUS COVENANTS
6.01 Assignment. Owner shall not assign its rights and/or obligations
under this Agreement without the prior written consent of Manager. except to
Owner's construction or permanent lender, in the event of foreclosure of such
lenders mortgage against the Facility. Manager shall not assign its rights
and/or obligations under this Agreement without the prior written consent of
Owner, provided that Manager shall be permitted to grant a security interest in
or collaterally assign its rights hereunder for purposes of obtaining commercial
Indebtedness. Neither party shall unreasonably withhold such consents.
6.02 Licensing: Changes and Services. Manager agrees to take or cause to
be taken any and all actions necessary to be taken by it as the overall
supervisor of the assets and operations of the Facility in order to maintain all
required Licenses, permits for the operation of the Facility and the Facility's
eligibility to participate in all pubic or private third-party medical payment
programs, including providing sufficient funds to being the Facility In
compliance with all applicable fire safety codes and other laws, regulations and
orders, and to correct all maintenance, procedural and staffing deficiencies as
shown on the surveys and reports of governmental agencies having jurisdiction
over the Facility. Manager agrees that it will not through the exercise of its
overall supervisory powers substantially change the services rendered by the
Facility during the term hereof without the prior written approval of Owner,
Nothing contained in this Section 6.02 shall derogate from Manager's duties
under Section 1.07 hereof.
6.03 Binding Agreement. The terms, covenants, conditions, provisions and
agreements herein contained shall be binding upon and inure to the benefit of
the parties hereto, their successors and assigns.
6.04 Relationship of Parties. Nothing contained in this Agreement shall
constitute or be construed to be or to create a partnership, joint venture or
Agreement between Owner and Manager with respect to the Facility.
6.05 Notices. All notices: demands and requests contemplated hereunder by
either party to the other shall be in writing, and shall be deemed given when
delivered by hand, or national recognized overnight courier, transmitted by
cable, telephonic facsimile (fax), telegram, or mailed, postage prepaid,
registered, or certified mail return receipt requested:
(a) to Owner by addressing the same to:
Xx. Xxxxx X. Xxxxx
Oak Grove of Xxxxxxxxxx Limited Partnership
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Fax: 000-000-0000
(b) to Manager, by addressing the same to:
Xx. Xxxxxxx X. Xxxxxxx
General Manager
Transitional Health Services
0000 Xxxxxxxxxxx Xxxx
Xxxxx 0000
Xxxxxxxxxx, XX 00000
Fax: 000-000-0000
8
or to such other address or to such other person as may be designated by notice
given from time to time during the term by one party to the other. Any notice
hereunder shall be deemed given five (5) days after mailing. if given by mailing
in the manner provided above, or on the date delivered or transmitted if given
by hand, cable, fax, overnight courier, or telegraph.
6.06 Entire Agreement; Amendments. This Agreement contains the entire
agreement between the parties hereto, and no other or prior written or oral
representations shall apply. Any additions, amendments or modifications to this
Agreement shall be of no force and effect unless In writing and signed by both
Owner and Manager.
6.07 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws (without reference to the conflict of laws rules) of
the State of North Carolina.
6.08 Captions and Headings. The captions and headings throughout this
Agreement are for convenience of reference only, and shall not modify, define,
Omit expand the express provisions of this Agreement.
6.09 Authorization of Agreement. Manager and Owner represent and warrant
each to the other with respect to itself, that the execution and delivery of
this Agreement has been duly authorized by all respective action, will not
presently or with the passage of time, the giving of notice or both result in a
default under or violate or conflict with (i) the provisions of the partnership
agreement or articles of incorporation and bylaws, as the case may be, of
Manager or of Owner, or (it) any other agreement, mortgage, loan agreement or
other contract or instrument to which either party is bound or by which any of
their property or assets is subject, or (iii) any existing law, regulation,
court order or consent decree to which either party is bound or any of their
property or assets are subject:
6.10 Indemnification. Manager agrees to indemnify, protect and hold
harmless Owner from and against any and all liabilities and damages (a) arising
from or out of any occurrence in, upon or at the Facility or any part thereof,
or the occupancy or use by Manager of the Facility, the personal property or any
part thereof, or occasioned wholly or in part by any act or omission of Manager,
its agents, contractors, employees or invitees in connection with the Facility
or the personal property during the term of this Agreement or (b) related to any
claims, assessments, chargebacks or other expenses (whether owed to or assessed
by a private or governmental party) arising in connection with the operation or
other use of the Facility or the personal property during the term of this
Agreement. Owner agrees to indemnify, protect and hold harmless Manager from and
against (y) the liabilities, obligations and debts (whether or not now known or
asserted) of the Facility or Owner, existing on the Effective Date or of Owner
arising during the term hereof, and (z) all liabilities and damages arising from
or occasioned wholly or in part by any act (whether dishonest, willful or
negligent) or omission of Owner, its agents, contractors, employees or invitees
in connection with the Facility during the term of this Agreement The Owner's
indemnity stated in the preceding sentence shall survive the termination or
expiration of this Agreement
9
IN WITNESS WHEREOF, the parties hereto have executed, sealed and delivered
this Agreement through their duly authorized representatives, effective as of
the day and year first above written, but actually on the date(s) set forth
below.
Manager: TRANSITIONAL HEALTH PARTNERS
d/b/a TRANSITIONAL HEALTH SERVICES, a
Delaware general partnership
By THS Partners I, Inc., and
THS Partners II, Inc., General Partners
Attest:
/s/ Xxxx X. Xxxxxxx By: /s/ Xxxxx X. XxxXxxxx
----------------------------- -------------------------------------
(Assistant) Secretary Xxxxx X. XxxXxxxx
[SEAL] Exec. Vice President/CFO
Owner: OAK GROVE OF XXXXXXXXXX LIMITED
PARTNERSHIP d/b/a OAK GROVE HEALTHCARE
CENTER, a North Carolina limited partnership
By its General Partners
TRANSITIONAL HEALTH PARTNERS d/b/a
TRANSITIONAL HEALTH SERVICES, a Delaware
general partnership
By: THS Partners I, Inc., and
THS Partners II, Inc., General Partner
Attest:
/s/ Xxxx X. Xxxxxxx By: /s/ Xxxxx X. XxxXxxxx
----------------------------- -------------------------------------
(Assistant) Secretary Xxxxx X. XxxXxxxx
[SEAL] Exec. Vice President/CFO
and
Witness:
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxx
----------------------------- ------------------------------------------
XXXXX X. XXXXX
10
