Debtors Intent to Assign Contracts Doc 301

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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 (I) DEBTORS INTENT TO ASSUME AND ASSIGN

    CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES

    RELATED TO THEIR BUSINESSES AND (II) CURE COSTS

    PLEASE TAKE NOTICE that, upon the request of Church Street Health

    Management, LLC, Small Smiles Holding Company, LLC, FORBA NY, LLC, FORBA Services,

    Inc., and EEHC, Inc. (collectively, the Sellers) the United States Bankruptcy Court for the MiddleDistrict of Tennessee (the Bankruptcy Court) previously approved an order (the Bidding

    Procedures Order) authorizing the Debtors to conduct an auction to sell (the Sale) substantially all

    of the Sellers assets (the Assets) to the highest and best qualified bidder (the Successful Bidder).

    A hearing on the Sale of the Assets (the Sale Hearing) is scheduled to occur on May 22, 2011 at

    9:00 a.m. Central Standard Time, or as soon thereafter as the Court may be available, to consider

    (i) the sale of the Assets to the Successful Bidder free and clear of liens, claims and encumbrances

    (except for certain assumed liabilities and permitted encumbrances as more particularly detailed in

    the Asset Sale Agreement (the Stalking Horse Agreement) between the Sellers and CSHM LLC(the Stalking Horse Bidder), and, (ii) the assumption and assignment of certain of the Sellers

    executory contracts and unexpired leases in connection with the Sale. At the Sale Hearing, the

    Sellers will ask that the Bankruptcy Court enter an order (the Sale Order) approving the Sale.

    PLEASE TAKE FURTHER NOTICE that, pursuant to the Bid Procedures Order,

    the Sellers may assume and assign to the Successful Bidder those executory contracts and unexpired

    leases listed on Schedule A attached hereto (collectively, the Assigned Contracts), pursuant to

    section 365 of title 11 of the United States Code (the Bankruptcy Code).

    PLEASE TAKE FURTHER NOTICE that the Sellers have indicated on Schedule

    A attached hereto (the Schedule of Contracts) the cure amounts that the Sellers believe must be

    paid to cure all prepetition defaults under the Assigned Contracts as of February 20, 2012 (in each

    instance, the Cure Costs).

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    otherwise assert that any other amounts, defaults, conditions or pecuniary losses must be cured or

    satisfied under any of the Assigned Contracts in order for such executory contract or lease to be

    assumed and assigned or (ii) object to the assumption and assignment of any Assigned Contracts onany other basis (including, but not limited to, objections to adequate assurance of future performance

    by the Successful Bidder), must file with the Bankruptcy Court (contemporaneously with a proof of

    service), in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any

    order of this Court, an objection (an Assumption and Assignment Objection) that must: (a) state

    with particularity the legal and factual basis for the objection and if practicable, a proposed

    modification to the terms of the Sale that would resolve such objection, and (b) if applicable, include

    any and all documentation relied upon by the objector in support of its determination of Cure Costs,

    setting forth the cure amount the objector asserts to be due, and the specific types and dates of thealleged defaults, pecuniary losses and conditions to assignment and the support therefor, so that such

    objection is filed no later than 4:00 p.m. Central Standard Time on May 14, 2012 (the

    Assumption and Assignment Objection Deadline), and such objection shall also be served so the

    same is actuallyreceived on or before the Assumption and Assignment Objection Deadline by (i)

    the Office of the United States Trustee for the Middle District of Tennessee, 701 Broadway, Suite

    318, Nashville, TN 37203, Attn: Beth R. Derrick, Esq. ([email protected]); (ii) counsel to

    the Committee, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, 211 Commerce St., Ste. 800,

    Nashville TN 37201, Attn: John H. Rowland Esq. ([email protected]); (iii) counsel tothe Debtors, Waller Lansden Dortch & Davis, LLP, 511 Union Street, Suite 2700, Nashville, TN

    37219, Attn: John C. Tishler, Esq. ([email protected]); (iv) co-counsel to the Agent (as

    defined in the Stalking Horse Agreement), Shearman & Sterling, 599 Lexington Avenue, New York,

    NY 10022, Attn: Steven E. Sherman, Esq. ([email protected]), and Bass, Berry & Sims

    PLC, 150 Third Avenue South, Suite 2800, Nashville, TN 37201, Attn: Paul G. Jennings, Esq.

    ([email protected]), and (v) co-counsel to the Stalking Horse Bidder, Gibson, Dunn &

    Crutcher LLP, 200 Park Avenue, New York, NY 10166, Attn: David M. Feldman, Esq.

    ([email protected]) and J. Eric Wise, Esq. ([email protected]), and Burr & Forman

    LLP, 700 Two American Center, 3102 West End Avenue, Nashville, TN 37203, Attn: David W.

    Houston IV, Esq. ([email protected]) (collectively, (i) through (v), the Notice Parties);

    provided, however, that in the event the Auction results in a Successful Bidder other than the

    Stalking Horse Bidder (as defined in the Bidding Procedures Order), the Debtors shall file a notice

    identifying such Successful Bidder with the Court and serve such notice upon each party identified in

    the Schedule of Contracts, and the deadline for objecting to the assignment of the Assigned Contract

    to such Successful Bidder on the basis of adequate assurance of future performance shall be the

    commencement of the Sale Hearing.

    PLEASE TAKE FURTHER NOTICE that unless an Assumption and Assignment

    Objection is filed and served before the Assumption and Assignment Objection Deadline, all parties

    shall (i) be forever barred from objecting to the Cure Costs and from asserting any additional cure or

    other amounts with respect to the Assigned Contracts, and the Sellers and the Successful Bidder shall

    be entitled to rely solely upon the Cure Costs; (ii) be deemed to have consented to the assumption

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    the objecting Assigned Contract counterparty. Where a non-Debtor counterparty to an Assigned

    Contract files an objection asserting a cure amount higher than the proposed Cure Costs (the

    Disputed Cure Costs), then (i) to the extent that the parties are able to consensually resolve theDisputed Cure Costs prior to the Sale Hearing, the Sellers shall promptly provide the Successful

    Bidder notice and opportunity to object to such proposed resolution or (ii) to the extent the parties are

    unable to consensually resolve the dispute prior to the Sale Hearing, then the amount to be paid under

    section 365 of the Bankruptcy Code with respect to such Disputed Cure Costs will be determined at

    the Sale Hearing or at such other date and time as may be fixed by this Court.

    PLEASE TAKE FURTHER NOTICE that if you agree with the Cure Costs

    indicated on Schedule A and otherwise do not object to the Sellers assignment and assumption ofyour executory contract or unexpired lease, you need not take any further action.

    PLEASE TAKE FURTHER NOTICE that the Sellers decision to assume and

    assign the Assigned Contracts in connection with the Sale is subject to the approval of the Successful

    Bidder and the Bankruptcy Court and the consummation of the Sale of the Assets. Further, Debtors

    reserve their right to amend Schedule A, 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. Accordingly, the Sellers shall be deemed to have assumed and assigned

    each of the Assigned Contracts as of the date of, and effective only upon, the closing of the Sale of

    the Assets, and absent such closing, each of the Assigned Contracts shall neither be deemed assumed

    nor assigned and shall in all respects be subject to further administration under the Bankruptcy Code.

    PLEASE TAKE FURTHER NOTICE that inclusion of any document on the list of

    Assigned Contracts shall not constitute or be deemed to be a determination or admission by the

    Sellers or the Successful Bidder that such document is, in fact, an executory contract or unexpired

    lease within the meaning of the Bankruptcy Code, all rights with respect thereto being expressly

    reserved.

    Dated: Nashville, Tennessee Respectfully submitted,

    April 30, 2012

    WALLER LANSDEN DORTCH & DAVIS, LLP

    _/s/ Katie G. Stenberg__________________

    John C. Tishler, BPR No. 13441

    Katie G. Stenberg, BPR No. 22301Robert P. Sweeter, BPR No. 28859

    511 Union Street, Suite 2700

    Nashville, TN 37219

    Telephone: (615) 244-6380

    Facsimile: (615) 244-6804

    il j h i hl @ ll l

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    SCHEDULE A

    List of Executory Contracts and Unexpired LeasesPotentially to Be Assumed and Assigned at Closing

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    Schedule of Contracts

    8818133.4

    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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

    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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

    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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    09/26/06 $0

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    09/26/06 $0

    CSHM Management ServicesAgreement

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

    09/26/06 $0

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    Case 3:12-bk-01573 Doc 301-1 Filed 04/30/12 Entered 04/30/12 20:45:39 DescSchedule A - Assigned Contracts Page 2 of 15

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    Schedule of Contracts

    8818133.4

    ContractingEntity

    Contract Type Non-Debtor Party EffectiveDate

    ProposedCure

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management Services

    Agreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

    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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    Case 3:12-bk-01573 Doc 301-1 Filed 04/30/12 Entered 04/30/12 20:45:39 DescSchedule A - Assigned Contracts Page 3 of 15

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    Schedule of Contracts

    8818133.4

    ContractingEntity

    Contract Type Non-Debtor Party EffectiveDate

    ProposedCure

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management Services

    Agreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    09/26/06 $0

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    Case 3:12-bk-01573 Doc 301-1 Filed 04/30/12 Entered 04/30/12 20:45:39 DescSchedule A - Assigned Contracts Page 4 of 15

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    Schedule of Contracts

    8818133.4

    ContractingEntity

    Contract Type Non-Debtor Party EffectiveDate

    ProposedCure

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management Services

    Agreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

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

    CSHM Management ServicesAgreement

    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)

    CSHM Waiver of PaymentAcceleration Rights

    State of Alabama 02/16/12 $0

    Case 3:12-bk-01573 Doc 301-1 Filed 04/30/12 Entered 04/30/12 20:45:39 DescSchedule A - Assigned Contracts Page 5 of 15

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    Schedule of Contracts

    8818133.4

    ContractingEntity

    Contract Type Non-Debtor Party EffectiveDate

    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)

    CSHM Waiver of PaymentAcceleration Rights

    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)

    CSHM Waiver of PaymentAcceleration Rights

    District of Columbia 02/16/12 $0

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

    CSHM Waiver of PaymentAcceleration Rights

    State of Georgia 02/16/12 $0

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

    CSHM Waiver of PaymentAcceleration Rights

    State of Idaho 02/16/12 $0

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

    CSHM Waiver of PaymentAcceleration Rights

    State of Indiana 02/16/12 $0

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

    CSHM Waiver of PaymentAcceleration Rights

    State of Kansas 02/16/12 $0

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

    CSHM Waiver of PaymentAcceleration Rights

    Commonwealth of Kentucky 02/16/12 $0

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

    Case 3:12-bk-01573 Doc 301-1 Filed 04/30/12 Entered 04/30/12 20:45:39 DescSchedule A - Assigned Contracts Page 6 of 15

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    Schedule of Contracts

    8818133.4

    ContractingEntity

    Contract Type Non-Debtor Party EffectiveDate

    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)

    CSHM Waiver of PaymentAcceleration Rights

    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)

    CSHM Waiver of PaymentAcceleration Rights

    State of Nevada 02/16/12 $0

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

    CSHM Waiver of PaymentAcceleration Rights

    State of New Hampshire 02/16/12 $0

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

    CSHM Waiver of PaymentAcceleration Rights

    State of New Mexico 02/16/12 $0

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

    CSHM Waiver of PaymentAcceleration Rights

    State of New York 02/16/12 $0

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

    CSHM Waiver of PaymentAcceleration Rights

    State of Ohio 02/16/12 $0

    CSHM Waiver of PaymentAcceleration Rights

    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)

    CSHM Waiver of PaymentAcceleration Rights

    State of Oklahoma 02/16/12 $0

    Case 3:12-bk-01573 Doc 301-1 Filed 04/30/12 Entered 04/30/12 20:45:39 DescSchedule A - Assigned Contracts Page 7 of 15

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    Schedule of Contracts

    8818133.4

    ContractingEntity

    Contract Type Non-Debtor Party EffectiveDate

    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)

    CSHM Waiver of PaymentAcceleration Rights

    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

    Case 3:12-bk-01573 Doc 301-1 Filed 04/30/12 Entered 04/30/12 20:45:39 DescSchedule A - Assigned Contracts Page 8 of 15

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    Schedule of Contracts

    8818133.4

    ContractingEntity

    Contract Type Non-Debtor Party EffectiveDate

    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

    FORBAServices, 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

    Case 3:12-bk-01573 Doc 301-1 Filed 04/30/12 Entered 04/30/12 20:45:39 DescSchedule A - Assigned Contracts Page 9 of 15

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    Schedule of Contracts

    8818133.4

    ContractingEntity

    Contract Type Non-Debtor Party EffectiveDate

    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

    Case 3:12-bk-01573 Doc 301-1 Filed 04/30/12 Entered 04/30/12 20:45:39 DescSchedule A - Assigned Contracts Page 10 of 15

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    Schedule of Contracts

    8818133.4

    ContractingEntity

    Contract Type Non-Debtor Party EffectiveDate

    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

    CSHM Business AssociateAgreement

    Perkins Coie LLP 05/20/11 $0

    CSHM Business AssociateAgreement

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

    CSHM Business AssociateAgreement

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

    CSHM Business AssociateAgreement

    Dr. Joseph Bernat 09/01/11 $0

    CSHM Business AssociateAgreement

    Balch & Bingham LLP 04/06/11 $0

    CSHM Business AssociateAgreement

    Randstad US 04/20/11 $0

    CSHM Business AssociateAgreement

    Linda M. McKinney 09/30/11 $0

    CSHM Business AssociateAgreement

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

    CSHM Business AssociateAgreement

    Intalytics $0

    CSHM Business AssociateAgreement

    Kevin Kuehn 12/30/11 $0

    CSHM Business AssociateAgreement

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

    CSHM Business Associate

    Agreement

    Mobile Record Shredders 02/01/10 $0

    CSHM Business AssociateAgreement

    Robert Half Management Resources Salaried ProfessionalService

    05/06/11 $0

    CSHM Business AssociateAgreement

    Provider Trust, L.L.C. $0

    CSHM Business AssociateAgreement

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

    CSHM Business AssociateAgreement

    Brad Smoot $0

    Case 3:12-bk-01573 Doc 301-1 Filed 04/30/12 Entered 04/30/12 20:45:39 DescSchedule A - Assigned Contracts Page 11 of 15

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    Schedule of Contracts

    8818133.4

    ContractingEntity

    Contract Type Non-Debtor Party EffectiveDate

    ProposedCure

    CSHM Business AssociateAgreement

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

    CSHM Business AssociateAgreement

    Small Smiles of Wichita, LLC $0

    CSHM Business AssociateAgreement

    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

    Case 3:12-bk-01573 Doc 301-1 Filed 04/30/12 Entered 04/30/12 20:45:39 DescSchedule A - Assigned Contracts Page 12 of 15

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    Schedule of Contracts

    8818133.4

    ContractingEntity

    Contract Type Non-Debtor Party EffectiveDate

    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 Project

    Management 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

    Case 3:12-bk-01573 Doc 301-1 Filed 04/30/12 Entered 04/30/12 20:45:39 DescSchedule A - Assigned Contracts Page 13 of 15

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    Schedule of Contracts

    8818133.4

    ContractingEntity

    Contract Type Non-Debtor Party EffectiveDate

    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 Mail

    Production 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

    CSHM Lease Agreement Adventure 3 Properties, LP 04/30/09 $0

    Case 3:12-bk-01573 Doc 301-1 Filed 04/30/12 Entered 04/30/12 20:45:39 DescSchedule A - Assigned Contracts Page 14 of 15

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    Schedule of Contracts

    8818133.4

    ContractingEntity

    Contract Type Non-Debtor Party EffectiveDate

    ProposedCure

    CSHM Lease Agreement Adventure 3 Properties, LP 10/01/11 $0

    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

    Case 3:12-bk-01573 Doc 301-1 Filed 04/30/12 Entered 04/30/12 20:45:39 DescSchedule A - Assigned Contracts Page 15 of 15