Amended Notice of Assumption Doc 315

8/2/2019 Amended Notice of Assumption Doc 315

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE MIDDLE DISTRICT OF TENNESSEE

NASHVILLE DIVISION------------------------------------------------------------------------IN RE: )

) Chapter 11

CHURCH STREET HEALTH MANAGEMENT, LLC, )

et al.1 ) Case No. 12-01573

)

Debtors ) Jointly Administered

------------------------------------------------------------------------

NOTICE OF FILING AMENDED SCHEDULE A TO THE

CORRECTED NOTICE OF ASSUMPTION

Pursuant to the Bidding Procedures Order entered by the Court on March 16, 2012

[Docket No. 188], as amended by that agreed order entered on April 16, 2012 [Docket No. 271],

Church Street Health Management, LLC (CSHM), and its affiliated debtors in the above-

captioned chapter 11 bankruptcy cases, as debtors in possession (collectively, the Debtors),

filed a Notice Of (I) Debtors Intent to Assume and Assign Certain Executory Contracts and

Unexpired Leases Related to Their Businesses and (II) Cure Costs , filed April 30, 3012 [Docket

No. 301] and a Corrected Notice Of (I) Debtors Intent to Assume and Assign Certain Executory

Contracts and Unexpired Leases Related to Their Businesses and (II) Cure Costs, filed May 1,

2012 [Docket No. 302] (collectively the Assumption Notice). Attached as Schedule A to the

Assumption Notice is a schedule (the Schedule) listing the executory contracts and expired

leases (the Assigned Contracts) to be assumed and assigned in connection with the proposed

sale (the Sale) to CSHM LLC. The Debtors hereby give notice of the filing of the attached


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Debtors reserve their right to further amend the Schedule, including without limitation to

add additional executory contracts and unexpired leases, or to delete listed contracts and leases,

at any time prior to the final assumption and assignment or rejection of such contracts. Further,

no such assumption and assignment of any contracts or leases shall be binding on the Debtors as

to third-parties, including without limitation the contract counterparties listed on the Schedule,

until the closing of the Sale pursuant to an order of this Court. Nothing in this Notice shall be

deemed an admission that a listed contract or lease is, in fact, an executory contract or unexpired

lease within the meaning of the Bankruptcy Code, or the amount of any cure in connection

therewith, all rights with respect thereto being expressly reserved.

Dated: May 2, 2012

Nashville, Tennessee /s/ Katie G. Stenberg ___

John C. Tishler, BPR No. 13441

Katie G. Stenberg, BPR No. 22301

Robert P. Sweeter, BPR No. 28859WALLER LANSDEN DORTCH & DAVIS, LLP

511 Union Street, Suite 2700Nashville, TN 37219

Telephone: (615) 244-6380

Facsimile: (615) 244-6804

[email protected]@wallerlaw.com

[email protected]

Attorneys for the Debtors andDebtors in Possession


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Amended Schedule of Contracts

8818133.5

ContractingEntity

Contract Type Non-Debtor Party EffectiveDate

ProposedCure

CSHM Management ServicesAgreement

Small Smiles of Akron, LLC Jodi Kuhn, DDS and OliviaCroom, DDS

02/22/07 $0


Small Smiles Dentistry for Children, Albuquerque, PC 09/26/06 $0


Small Smiles of Atlanta, P.C. 09/26/06 $0


Small Smiles of Augusta, P.C. 09/26/06 $0

CSHM Management Services

Agreement

6th

Street of Denver Dental Clinic, PC 09/26/06 $0


Texas Smiles Dental Center of Austin, PLLC 06/14/07 $0


Small Smiles of Baltimore, P.C. 09/26/06 $0


Texas Smiles Dental Center of Beaumont, PLLC 04/16/07 $0


Small Smiles Dental Clinic of Boise, PLLC 09/26/06 $0

CSHM Management ServicesAgreement Small Smiles Dental Center of Brockton, LLC 07/10/07 $0


Childrens Dental Clinic of Charleston, LLC 09/26/06 $0


Small Smiles of Cincinnati, LLC - Jodi Kuhn, DDS and OliviaCroom, DDS

09/26/06 $0


Small Smiles Dentistry for Children, PC 09/26/06 $0


Small Smiles Dental Centers of Columbia, LLC 09/26/06 $0


Small Smiles of Columbus, LLC - Jodi Kuhn, DDS and OliviaCroom, DDS

09/26/06 $0


Small Smiles of Dayton, LLC - Jodi Kuhn, DDS and OliviaCroom, DDS

09/26/06 $0


Smile High Dentistry for Children, PC 09/26/06 $0


Small Smiles of Dothan, P.C. 02/02/07 $0

Case 3:12-bk-01573 Doc 315-1 Filed 05/02/12 Entered 05/02/12 23:05:50 DescSchedule A - Amended Schedule of Contracts Page 1 of 14


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8818133.5

ContractingEntity


ProposedCure


Small Smiles of East Albuquerque, PC 09/26/06 $0


Childrens Dental Clinic of Florence, LLC 09/26/06 $0


Small Smiles of Fort Wayne, LLC 09/26/06 $0


Childrens Dental Clinic of Gary, LLC 09/26/06 $0


Agreement

Small Smiles of Greeley, P.C. 10/18/06 $0


Small Smiles Dental Centers of Greenville, LLC 09/26/06 $0


Small Smiles Dental Center of Hartford, PC 08/15/07 $0


Small Smiles of Hartford West, PC 08/12/08 $0


Small Smiles Dental Center of Holyoke, LLC 07/10/07 $0

CSHM Management ServicesAgreement Wild Smiles Dental Center of Houston, PLLC 07/19/07 $0


The Childrens Dental Clinic of Indianapolis, LLC 09/26/06 $0


Dental Clinic of Indianapolis at Eagledale Plaza, LLC 09/26/06 $0


The Indian Springs Dental Clinic, LLC 09/09/03 $0


Small Smiles of Lawrence, LLC 09/26/06 $0


Small Smiles of Louisville, P.S.C. 07/01/07 $0


Small Smiles of Lynn, LLC 09/26/06 $0


Small Smiles of Macon, P.C. 09/26/06 $0


Small Smiles of Manassas, LLC 02/23/07 $0



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8818133.5

ContractingEntity


ProposedCure


Small Smiles Dental Center of Manchester, PLLC 07/30/07 $0


Small Smiles of Mattapan, LLC 09/26/06 $0


Small Smiles of Montgomery, P.C. 12/06/06 $0


Small Smiles of Myrtle Beach, LLC 09/26/06 $0


Agreement

Small Smiles of North Baltimore, P.C. 07/02/07 $0


Childrens Dental Clinic of Oklahoma City, PLLC 09/26/06 $0


Small Smiles of Oxon Hill, PC 08/10/07 $0


Small Smiles Dental Center of East Liberty, LLC 07/19/07 $0


Small Smiles Dental Center of Pueblo, P.C. 09/26/06 $0

CSHM Management ServicesAgreement Small Smiles of Reno, LLC 02/10/09 $0


Small Smiles of Richmond, LLC 09/26/06 $0


Small Smiles of Roanoke, LLC 09/26/06 $0


Straight Smiles of Roanoke, PLLC 09/15/10 $0


Small Smiles of Roselawn, LLC - Jodi Kuhn, DDS and OliviaCroom, DDS

09/26/06 $0


Small Smiles Dental Center of San Antonio, PLLC 08/14/07 $0


Small Smiles Dentistry for Children, Santa Fe, PC 09/26/06 $0


Small Smiles of Savannah, P.C. 09/26/06 $0


Small Smiles of South Bend, LLC 05/02/07 $0



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8818133.5

ContractingEntity


ProposedCure


Small Smiles of Spartanburg, LLC 09/26/06 $0


Small Smiles of Springfield, LLC 09/26/06 $0


Childrens Dental Clinic of Thornton, PC 09/26/06 $0


Topeka Dental Clinic, LLC 03/01/06 $0


Agreement

Childrens Dental Clinic of Tulsa, PLLC 09/26/06 $0


Small Smiles of South Washington, D.C., PC 05/27/10 $0


Small Smiles of Washington D.C., PC 09/26/06 $0


Small Smiles of Wichita, LLC 06/01/06 $0


Straight Smiles of Worcester, LLC 01/01/11 $0


Small Smiles of Worcester, LLC 09/26/06 $0


Small Smiles of Youngstown, LLC -Michael Crites, DDS 10/01/10 $0

CSHM Corporate IntegrityAgreement (as amended)

Department of Health and Human Services Office of theInspector General

01/15/10 $0

CSHM Amended Corporate IntegrityAgreement

New York State Office of Medicaid Inspector General 01/15/10 $0

CSHM Civil Settlement Agreement United States Department of Justice 01/15/10 $0(paid per terms)

CSHM Waiver of PaymentAcceleration Rights

United States Department of Justice 01/30/12 $0

CSHM Agreement New York State Office of Medicaid Inspector General andNew York State Office of Attorney General

02/15/12 $0

CSHM Settlement Agreement State of Alabama 01/14/10 $0(paid per terms)


State of Alabama 02/16/12 $0



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8818133.5

ContractingEntity


ProposedCure

CSHM Settlement Agreement State of Arizona 01/16/10 $0(paid per terms)CSHM Waiver of Payment

Acceleration RightsState of Arizona 02/16/12 $0

CSHM Settlement Agreement State of Colorado 01/14/10 $0(paid per terms)


State of Colorado 02/16/12 $0

CSHM Settlement Agreement State of Connecticut 01/28/10 $0

(paid per terms)CSHM Settlement Agreement District of Columbia 01/14/10 $0(paid per terms)


District of Columbia 02/16/12 $0

CSHM Settlement Agreement State of Georgia 01/14/10 $0(paid per terms)


State of Georgia 02/16/12 $0

CSHM Settlement Agreement State of Idaho 01/14/10 $0(paid per terms)


State of Idaho 02/16/12 $0

CSHM Settlement Agreement State of Indiana 01/14/10 $0(paid per terms)


State of Indiana 02/16/12 $0

CSHM Settlement Agreement State of Kansas 01/14/10 $0(paid per terms)


State of Kansas 02/16/12 $0

CSHM Settlement Agreement Commonwealth of Kentucky 01/14/10 $0(paid per terms)


Commonwealth of Kentucky 02/16/12 $0

CSHM Settlement Agreement State of Maryland 01/14/10 $0(paid per terms)



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8818133.5

ContractingEntity


ProposedCure

CSHM Waiver of PaymentAcceleration Rights State of Maryland 02/16/12 $0

CSHM Settlement Agreement Commonwealth of Massachusetts 01/14/10 $0(paid per terms)


Commonwealth of Massachusetts 02/16/12 $0

CSHM Settlement Agreement State of Nebraska 01/14/10 $0(paid per terms)

CSHM Waiver of Payment

Acceleration Rights

State of Nebraska 02/16/12 $0

CSHM Settlement Agreement State of Nevada 01/14/10 $0(paid per terms)


State of Nevada 02/16/12 $0

CSHM Settlement Agreement State of New Hampshire 01/14/10 $0(paid per terms)


State of New Hampshire 02/16/12 $0

CSHM Settlement Agreement State of New Mexico 01/14/10 $0(paid per terms)


State of New Mexico 02/16/12 $0

CSHM Settlement Agreement State of New York 01/14/10 $0(paid per terms)


State of New York 02/16/12 $0

CSHM Settlement Agreement State of Ohio 01/14/10 $0(paid per terms)


State of Ohio 02/16/12 $0


State of Ohio Deputy Attorney General for Law Enforcement 02/16/12 $0

CSHM Settlement Agreement State of Oklahoma 01/14/10 $0(paid per terms)


State of Oklahoma 02/16/12 $0



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8818133.5

ContractingEntity


ProposedCure

CSHM Settlement Agreement Commonwealth of Pennsylvania 01/14/10 $0(paid per terms)CSHM Waiver of Payment

Acceleration RightsCommonwealth of Pennsylvania 02/16/12 $0

CSHM Settlement Agreement State of South Carolina 01/14/10 $0(paid per terms)


State of South Carolina 02/16/12 $0

CSHM Settlement Agreement State of Texas 01/14/10 $0

(paid per terms)CSHM Waiver of PaymentAcceleration Rights

State of Texas 02/16/12 $0

CSHM Settlement Agreement Commonwealth of Virginia 01/14/10 $0(paid per terms)

EEHC Employment Agreement Steven M. Adair, DDS 02/03/11 $0

CSHM, SSHCEEHC

Amended and RestatedEmployment Agreement

Rodney Cawood 09/01/10 $0

EEHC Employment Agreement Olivia Croom, DDS 12/07/11 $0

EEHC Employment Agreement Ghassan Souri, DDS 01/27/12 $0

EEHC Employment Agreement Lorri Steiner 04/08/11 $0

EEHC Employment Agreement Sheila Sawyer 09/16/11 $0

EEHC Employment Agreement Brad Gardner 06/30/11 $0

EEHC Employment Agreement Marlene Navedo, DDS 02/07/11 $0

EEHC Amended EmploymentAgreement (as amended)

Kevin M. Reilly, DDS 09/10/07 $0

CSHM KEIP Seven Key Employee Incentive Plan Agreements 12/19/11 $0

FORBAServices, Inc.

Severance Agreement Brandon Dyson 10/02/06 $0



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8818133.5

ContractingEntity


ProposedCure

FORBAServices, Inc. Severance Agreement Tom Hillebrand 07/27/07 $0

FORBAServices, Inc.

Severance Agreement Allison K. Luke 11/01/08 $0

CSHMSSHC

Severance Agreement Alana Denney 11/30/11 $0

FORBAServices, Inc.

Separation Agreement Robert F. Andrus 06/10/08 $0

FORBA

Services, Inc.

Separation Agreement Kenneth Knott 06/10/08 $0

CSHMSSHC

Separation Agreement Amber Behles 11/30/11 $0

EEHC Severance Agreement Janice Lewis 12/15/10 $0

EEHC Severance Agreement Laurie Knight 10/21/10 $0

FORBAServices, Inc.

Separation Agreement Kallene West 06/30/08 $0

EEHC Separation Agreement Elizabeth P. Tran $0

EEHC Separation Agreement Jerry Crenshaw 03/07/11 $0

CSHM Non-Compete Agreement FORBA, LLC 09/26/06 $0

CSHM Non-Compete Agreement DD Marketing, Inc. 09/26/06 $0

CSHM Non-Compete Agreement DeRose Management, LLC 09/26/06 $0

CSHM Non-Compete Agreement FORBA NY, LLC 09/26/06 $0

CSHM Non-Compete Agreement Dan DeRose 09/26/06 $0

CSHM Non-Compete Agreement Michael W. Roumph 09/26/06 $0

CSHM Non-Compete Agreement Richard B. Lane 09/26/06 $0



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8818133.5

ContractingEntity


ProposedCure

CSHM Non-Compete Agreement William A. Mueller 09/26/06 $0

CSHM Non-Compete Agreement Adolph R. Padula 09/26/06 $0

CSHM Non-Compete Agreement Michael A. DeRose 09/26/06 $0

CSHM Non-Compete Agreement Elsa McTavish 09/26/06 $0

CSHM Non-Compete Agreement Jack McTavish 09/26/06 $0

CSHM Non-Compete Agreement John Parrish 09/26/06 $0

CSHM Non-Compete Agreement Lisa DeRose 09/26/06 $0

CSHM Non-Compete Agreement Mark DeRose 09/26/06 $0

CSHM Non-Compete Agreement Paula Kochenberger 09/26/06 $0

CSHM Indemnification Agreement Mareen George, DMD 11/01/08 $0

CSHM Indemnification Agreement Gillian Robinson-Warner, DDS 01/20/12 $0

CSHM Indemnification Agreement Toni Adderley, DDS 01/20/12 $0

CSHM Indemnification Agreement Rodney Cawood $0

EEHC Employee ServicesAgreement

CSHM 09/26/06 $0

CSHM,FORBA NY

Asset Purchase Agreement FORBA, LLC, DD Marketing, Inc., DeRose Management,LLC

6/14/06 (asamended)

$0

SSHC Investor Rights Agreement SS Holding Company, Inc., Oak Hill EP, Inc., Al Smith,Rodney Cawood, SSH Member, LLC, MezzF LLC, ACASEquity Holdings Corp., and individual signatories

02/01/10 $0

CSHM Settlement Agreement Licsac LLC, DD Marketing, Inc., DeRose Management, LLC,Licsac NY, LLC, Danny E. DeRose, Edward J. DeRose,Michael A. DeRose, Michael W. Roumph, Richard B. Lane,William A. Mueller, Adolph R. Padula, and Padula Family

02/28/10 $0



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8818133.5

ContractingEntity


ProposedCure

Partnership, LLPCSHM Pledge Agreement American Express Travel Related Services Company, Inc. 01/06/10 $0

CSHM Business AssociateAgreement

Ameriforce Management Services 04/01/10 $0


Perkins Coie LLP 05/20/11 $0


Berkley Research Group, LLC 05/03/11 $0

CSHM Business AssociateAgreement Bernard Hodes Group, Inc. 10/11/12 $0


Dr. Joseph Bernat 09/01/11 $0


Balch & Bingham LLP 04/06/11 $0


Randstad US 04/20/11 $0


Linda M. McKinney 09/30/11 $0


Indian Springs Dental Clinic, LLC 09/09/03 $0


Intalytics $0


Kevin Kuehn 12/30/11 $0


Medusind Solutions, Inc. 04/01/10 $0

CSHM Business Associate

Agreement

Mobile Record Shredders 02/01/10 $0


Robert Half Management Resources Salaried ProfessionalService

05/06/11 $0


Provider Trust, L.L.C. $0


Kendrick Financial Services, LLC 04/28/11 $0


Brad Smoot $0



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8818133.5

ContractingEntity


ProposedCure


TCN Consulting, LLC/Tore Nelson 11/14/11 $0


Small Smiles of Wichita, LLC $0


Topeka Dental Clinic, LLC $0

CSHM Internet Service Agreement AT&T 10/27/08 $0

CSHM Vault Service Agreement Autonomy 11/11/11 $8,077

CSHM Consulting ServicesAgreement

Berkley Research Group 05/03/11 $2,310

CSHM Recruiting (Internet)Agreement

Bernard Hodes Group, Inc. 01/07/11 $3,758

CSHM Recruiting (Advertising)Agreement

Bernard Hodes Group, Inc. 08/01/11 $0

CSHM Equipment Leases Better Business Solutions Co., Inc. (DeLage LandenFinancial Services)

07/11/11 $3,243

CSHM Marketing and ManagementAgreement

Brentwood Communications, Inc. 10/01/08 $29,333

CSHM TelecommunicationsAgreement

BullsEye Telecom, Inc. 10/28/08 $0

CSHM Auto Rollover ServicesFiduciary/Agency Agreement

Centier Bank 03/29/06 $0

CSHM Conferencing Agreement Cincinnati Bell Any Distance, Inc. 02/02/09 $0

CSHM Online Meetings Agreement Citrix Online, LLC 08/30/07 $3,030

CSHM Janitorial Agreement Coverall North America, Inc. 10/28/09 $94,424

CSHM Equipment Lease DeLage Landen Financial Services 03/31/10 $899

CSHM Phone System Agreement Earthlink 06/14/11 $0

CSHM Telephone ContractAgreement

FocusOne Services, Inc. 01/01/11 $24,005



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8818133.5

ContractingEntity


ProposedCure

CSHM

Independent ReviewOrganization Agreement FTI Healthcare 02/12/10 $67,898

CSHM Workplace PostersAgreement

FWLLI 01/01/12 $2,877

CSHM Corporate and WorkplaceCompliance Services

Global Compliance Services, Inc. 12/07/11 $0

CSHM Services Agreement Golden Dental Services, LLC 03/08/11 $7,397

CSHM Dental Supply Agreement Henry Schein, Inc. 07/13/11 $240,308

CSHM Janitorial Supply Agreement Intero Office Solutions 06/01/11 $29,825

CSHM Consulting Agreement Kendrick Financial Services, LLC 04/28/11 $18,863

CSHM Development ServicesAgreement

LBMC Technologies, LLC 01/05/12 $16,740

CSHM Insurance Broker Agreement Lockton $0

CSHM Design and ProjectManagement ServicesAgreement

McCoy, Tolleson 02/24/11 $401

CSHM License Agreement Motion Picture Licensing Corporation 01/01/12 $0

CSHM Registered agent for allentities

National Register Agents, Inc. 09/26/06 $0

CSHM Supply and Billing Agreement Patterson Dental Supply, Inc. 05/01/03 $49,833

CSHM Provider Satisfaction Survey

Program Services Agreement

PivotHealth, LLC 02/18/11 $0

CSHM IT Agreement Pomeroy IT Solutions Sales Company, Inc. 04/06/11 $4,376

CSHM Healthcare Provider ChecksAgreement

Provider Trust, LLC 05/11/11 $3,853

CSHM Storage Agreement Richards & Richards Office Records Management , Inc. 02/23/10 $4,913

CSHM Public Relations Agreement Rubin Meyer Communications, LLC 01/01/11 $5,224



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8818133.5

ContractingEntity


ProposedCure

CSHM

Credit Card ServicesAgreement Skylight Financial Inc. 07/27/07 $0

CSHM Consulting Agreement Smoot, Brad 01/01/11 $0

CSHM Recruiting ServicesAgreement

Snagajob 09/30/11 $0

CSHM Supply Services Agreement Staples Contract & Commercial, Inc. 12/12/11 $0

CSHM Waste Services Agreement Stericycle, Inc. 04/01/11 $484

CSHM Independent Quality of CareMonitoring Services

Strategic Health Solutions, LLC 01/15/10 $$0

CSHM Consulting/CEO Agreement TCN Consulting, LLC 11/14/11 $2,681

CSHM Employment ConsultingAgreement

Thomas & Thorngren, Inc. 06/05/07 $0

CSHM Gas Supply ServicesAgreement

TMG CO. LLC 03/30/10 $28,879

CSHM Print and Direct MailProduction Services

Transcontinental Direct U.S.A. Inc. d/b/a IWCO Direct 11/01/09 $8,056

CSHM Travel Service Agreement Travelink Incorporated American Express Travel 12/29/10 $0

CSHM Health Insurance ServicesAgreement

UMR 01/01/11 $0

CSHM Recruiting Agreement Vaco, LLC d/b/a Financial 07/22/11 $5,915

CSHM Advertising Agreement Visual Data Software Corporation 01/24/09 $26,517

CSHM Waste management servicesAgreement

Waste Management National Services, Inc. 06/20/11 $13,280

CSHM Lease Agreement 200 South Broadway, LLC 01/09/09 $0

CSHM Lease Agreement Adventure 3 Properties, LP 10/23/07 $0




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8818133.5

ContractingEntity


ProposedCure


CSHM Lease Agreement Regus 01/10/12 $0

CSHM Parking Lease Agreement Towne Park, Ltd. 09/19/07 $0

CSHM Trademark Use Agreement Texas Smiles P.A. $0

CSHM Assignment of CopyrightAgreement

GSD&M Ideal City, LLC 12/08/08 $0

CSHM Legal Services Agreement King & Spalding, LLP 11/16/07 $0


Amended Notice of Assumption Doc 315

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