REDLANDS SURGICAL SERVICES - Page 24




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                         L.  Furnish the Owner for its approval, during the           
                    fourth quarter of each fiscal year, the operating                 
                    budget and capital expenditure budget of the Center for           
                    the next fiscal year.                                             
               Under the management contract, SCA Management is entitled to           
          receive a monthly management fee equal to 6 percent of gross                
          revenues, defined as the net collectable portion of revenues                
          billed as fees or other charges arising out of the operation of             
          the Surgery Center, with no deduction for bad debts.  In                    
          addition, SCA Management is entitled to be reimbursed for direct            
          expenses incurred in managing the Surgery Center.  The Operating            
          Partnership is required to approve any single expense in excess             
          of $5,000.                                                                  
               The term of the management contract is equal “to the term of           
          any indebtedness, lease or other obligation of the * * *                    
          [Operating Partnership] guaranteed by SCA or an affiliate of SCA            
          but not less than 15 years.”  The management agreement is                   
          renewable by SCA Management at its option for two 5-year terms.             
          Except for circumstances involving bankruptcy or insolvency, the            
          management contract is terminable by the Operating Partnership              
          only if SCA Management breaches the agreement, and then generally           
          only after a 90-day notice and 90-day cure period.                          

          Managing Directors of the General Partnership                               
               As indicated in paragraph 4 of the General Partnership                 
          agreement, supra, overall management of the General Partnership,            






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Last modified: May 25, 2011