**Exhibit 10.10**

 

**AMENDMENT NO. 1 TO LOANAGREEMENT**

 

THISAMENDMENT NO. 1 TO LOAN AGREEMENT (this “Amendment”) is entered into asof April 14, 2009, by and between**BROTMAN MEDICAL CENTER, INC.**, a California corporation (“**Borrower**”) and **JHA EAST 7, LLC**, a Delaware limited liability company (“**Lender**”).

 

RECITALS

 

WHEREAS,Borrower and Lender (collectively, the “Parties”) are parties to thatcertain Loan Agreement, dated as of July 9, 2008 (the “Loan Agreement”);

 

WHEREAS,the Parties have determined that it is in their respective best interests toamend the Loan Agreement as specified herein; and

 

WHEREAS,capitalized terms used, but not otherwise defined herein, shall have themeanings given to such terms in the Loan Agreement.

 

NOW,THEREFORE, in consideration of the mutual promises herein made, and inconsideration of the representations, warranties, and covenants hereincontained, the Parties hereby agree as follows:

 

AGREEMENT

 

# 1.             The definition of “Accounts” in theLoan Agreement is hereby deleted in its entirety.

 

# 2.             The following definition is herebyadded to the Loan Agreement:

 

“**ACMs:**  Shall have the meaning given such term in Section 5.24.”

 

# 3.             The definition of “Bankruptcy CourtOrder” in the Loan Agreement is hereby amended and restated as follows:

 

“**Bankruptcy Court Order:**  Means that certain “Order Authorizing DebtorTo:  (1) Incur New Debtor InPossession Financing; and (2) Pay Off Its Secured Debt” entered by theBankruptcy Court.”

 

# 4.             The definition of “Collateral” inthe Loan Agreement is hereby amended and restated as follows:

 

“**Collateral:**   All Equipment, furniture, furnishings,machinery, inventory, construction materials (if any), and any other item ofpersonal property in which Borrower now or hereafter owns or acquires anyinterest or right, including any of the foregoing that are leased, which areused or useful in the construction, operation, use or occupancy of the Property(or any portion thereof); all of Borrower’s Documents, Negotiable Instruments,contract rights (including any rights under any development agreement) andGeneral Intangibles, in each case 

 

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directlyrelating to any future construction, use, operation or occupancy of theProperty (or any portion thereof); all insurance proceeds from any policies ofinsurance covering any of the aforesaid; and such other collateral as may bedescribed in the Deed of Trust. Notwithstanding anything to the contrary contained in any Loan Document,Collateral shall not include, without limitation, (a) any Accounts; (b) anycash or currency (other than cash and currency deposited in the JHA CollateralAccounts and other than any interest earned on any of the JHA CollateralAccounts); (c) any Documents and General Intangibles directly related toBorrowers’ Accounts or Deposit Accounts (other than Documents and GeneralIntangibles directly related to the JHA Collateral Accounts); (d) anyDeposit Accounts other than the JHA Collateral Accounts; and (e) anyProceeds of any and all of the foregoing. All capitalized terms used in this definition, but not otherwise definedin this Agreement, shall have the meanings given to such terms in the UCC.”

 

# 5.             The following definition is herebyadded to the Loan Agreement:

 

“**ERISA**:  Means the Employee Retirement Income SecurityAct of 1974, and the regulations issued thereunder, all as amended or restatedfrom time to time.”

 

# 6.             The definition of “Brokers” in theLoan Agreement is hereby amended and restated as follows:

 

“**Broker**:  Shall have the meaning given such term in Section 4.1(m).”

 

# 7.             The definition of “Escrow Holder”in the Loan Agreement is hereby amended and restated as follows:

 

“**Escrow Holder:**  Means Old Republic Title Company.”

 

# 8.             The following definition is herebyadded to the Loan Agreement:

 

“**Event of Default**:  Shall have the meaning given such term in Section 6.1.”

 

# 9.             The following definition is herebyadded to the Loan Agreement:

 

“**JHA Collateral Accounts**:  Means the Reserve Account and the Tax andInsurance Deposit Account.”

 

# 10.           The following definition is herebyadded to the Loan Agreement:

 

“**O&M Program:**  Shall have the meaning given such term in Section 5.24.”

 

# 11.           The definition of “Title Company” inthe Loan Agreement is hereby amended and restated as follows:

 

“**Title Company:**  Means Old Republic Title Company.”

 

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# 12.           The heading of Article I of theLoan Agreement is hereby amended and restated as follows:

 

“**LOAN**”

 

# 13.           Section 2.1(k) ofthe Loan Agreement is hereby amended and restated as follows:

 

“**Representations and Warranties.**  The representations and warranties ofBorrower under Article IV shall be true and correct in all materialrespects as of the Closing Date.”

 

# 14.           Section 2.1(l) ofthe Loan Agreement is hereby amended and restated as follows:

 

“TheBankruptcy Court Order shall not have been modified or be subject to a stay.”

 

# 15.           Section 2.2(b) of the LoanAgreement is hereby amended and restated as follows:

 

“**Representations and Warranties.**  The representations and warranties of Lenderunder Article IV shall be true and correct in all material respects as ofthe Closing Date.”

 

# 16.           The introductory language of Section 4.1of the Loan Agreement is hereby amended and restated as follows:

 

“**Representations and Warranties of Borrower.**  As an inducement to Lender to execute this Agreementand to disburse the proceeds of the Loan, Borrower represents and warrants toLender as of the Closing Date that:”

 

# 17.           Section 4.1(m) of the LoanAgreement is hereby amended and restated as follows:

 

“**Brokers.**  Borrower is represented by HealthWest RealtyAdvisors, Inc. (“Broker”) in connection with the making and arrangement ofthe Loan and the transaction contemplated hereby.  Other than any brokerage commissions or feeswhich may be due by Borrower to the Broker for such services, there are no otherbrokerage commissions or finders’ fees due or claimed by any party to be duefrom Borrower in connection with or with respect to the transactioncontemplated hereby.  Borrower shall befully responsible for any commissions or fees due and owing, if any, to Broker.”

 

# 18.           The introductory phrase of Section 4.2of the Loan Agreement is hereby amended and restated as follows:

 

“**Representations and Warranties of Lender.**  Lender represents and warrants to Borrower asof the Closing Date that:”

 

# 19.           The introductory phrase of Article Vof the Loan Agreement is hereby amended and restated as follows:

 

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“Asan inducement to Lender to execute this Agreement and to make the Loan, andfrom and after the Closing Date and until Lender has been paid in full theprincipal of and interest on the Loan made by Lender hereunder and under theother Loan Documents, Borrower hereby covenants as set forth in this Article V:”

 

# 20.           Section 5.8of the Loan Agreement is hereby amended and restated as follows:

#  

“**Ownership of Collateral**.  Borrower will be the sole owner of allCollateral acquired after the date hereof, free from any adverse lien, securityinterest or adverse claim of any kind whatsoever, except for security interestsand liens in favor of Lender, Liens disclosed in the Title Policy, and otherliens approved by Lender, in Lender’s sole discretion.  Borrower will not convey or transfer anyportion of the Collateral without the prior written consent of Lender, otherthan in the ordinary course of business; provided, however, Borrower may conveyor transfer some or all of the Collateral so long as Borrower obtains areplacement of comparable or greater utility and value.”

 

# 21.           Section 5.17 of the LoanAgreement is hereby amended and restated as follows:

#  

“(a)         Borrower shall at all times maintainand make deposits into the Tax and Insurance Deposit Account as follows:commencing on the first day of the month in which Borrower is required to makeits first interest payment under the Note (the “First Payment Date”), (i) Borrowershall deposit into the Tax and Insurance Deposit Account an amount equal to theproduct of one-twelfth (1/12th) of the yearly real estate taxes andassessments which may be levied on the Property (less any such amounts as arepayable by tenants under leases of the Property), multiplied by the number ofmonths which have elapsed since the end of the prior fiscal tax year and theFirst Payment Date (Borrower shall receive a credit for the Initial Deposit), and(ii) thereafter, on the first day of the month thereafter until theMaturity Date, Borrower shall deposit or cause to be deposited into the Tax andInsurance Deposit Account an amount equal to one-twelfth (1/12th) of theyearly real estate taxes and assessments which may be levied on the Propertyand the yearly premiums for all casualty insurance, commercial generalliability insurance and automobile liability insurance required to bemaintained by Borrower pursuant to the terms of the Loan Documents.  In connection with the foregoing, Borrowershall be responsible for ensuring Lender’s receipt, at least thirty (30)days prior to the respective due date for payment, of all bills, invoices andstatements for all such real estate taxes and assessments and insurancepremiums to be paid.  In its solediscretion, Lender may retain a third party tax lien service to obtain taxcertificates and other evidence or estimates of tax due or to become due andBorrower shall promptly reimburse Lender for the cost of such service.  Any unpaid reimbursements for any tax lienservice will be added to the Note.

 

(b)           Lender shall withdraw, and Borrowerhereby authorizes Lender to withdraw, funds from the Tax and Insurance DepositAccount from time to time 

 

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inorder to cover the payments of such real estate taxes and assessments andinsurance premiums as the same become due and payable.

 

(c)           Lender hereby covenants and agreesthat, upon receipt of the bills, invoices and statements for real estate taxesand assessments and insurance premiums to be paid from the Tax and InsuranceDeposit Account, Lender will promptly withdraw funds from the Tax and InsuranceDeposit Account and timely pay same to the appropriate tax authority and/orinsurance company.  Lender shall have noliability for any late charges or other damages which might be suffered byBorrower should such payments not be timely made due to the failure of Borrowerto timely submit such bills, invoices and statements to Lender as requiredunder Section 5.17(a) above or the failure of the financialinstitution in which the Tax and Insurance Deposit Account is being maintainedto deliver to Lender the amount of the requested withdrawal not later thanfive (5) Business Days from receipt by such financial institution ofLender’s request for said withdrawal or ten (10) days prior to thedate upon which such payment will be delinquent, whichever is later.

 

(d)           Notwithstanding the foregoing,Borrower shall, as of the Closing Date, either (i) deposit sufficientfunds into the Tax and Insurance Deposit Account to cover the payment of allreal estate taxes and assessments now due and payable or (ii) pay all realestate taxes and assessments now due and payable.”

 

# 22.           Section 5.18 of the LoanAgreement is hereby amended and restated as follows:

#  

“**Reserve Account.**  Commencing on the first day of the month inwhich Borrower is required to make its first interest payment under the Note,and continuing on the first day of each month thereafter  until the Maturity Date, Borrower shalldeposit the Reserve Contribution into the Reserve Account.  Borrower may draw upon the Reserve Accountfor purposes of making capital improvements to the Property, up to four (4) timesin any given year, provided Borrower gives Lender at least thirty (30)days’ prior written notice of such draw request, and further provided thatLender approves (which approval shall not be unreasonably withheld, conditionedor delayed) of the amount of the requested draw, the proposed cost, scope andneed for the requested improvements, repairs and/or replacements, and theproposed manner in which the work is to be performed.   Lender hereby covenants and agrees that upondelivery of such approval of the amount of the requested draw, Lender shall,pursuant to the terms of the “control agreement” applicable to such account,promptly and without delay request that such funds be delivered to Borrower.”

 

# 23.           Section 5.21 of the LoanAgreement is hereby amended and restated as follows:

#  

“**Prohibited Transactions**.  Borrower shall not engage in any transactionwhich would cause any obligation or action taken or to be taken hereunder byBorrower (or the exercise by Lender of any of its rights under any of the LoanDocuments) to be a non-exempt (under a statutory or administrative classexemption) 

 

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prohibitedtransaction under ERISA.  Borrower agreesto deliver to Lender such certifications or other evidence throughout the termof the Loan as requested by Lender in its sole discretion to confirm compliancewith Borrower’s obligations under this Section 5.21 or to confirm thatBorrower’s representations and warranties regarding ERISA remain true.”

 

# 24.           Section 5.23 of the LoanAgreement is hereby amended and restated as follows:

#  

“**Reserved**.”

 

# 25.           The Loan Agreement is hereby amendedby appending the below following Section 5.23 of the Loan Agreement:

#  

“5.24       **Monitoring or MaintenanceProgram.**  Borrower, at itssole expense, shall establish and maintain continuously in effect until theLoan is paid in full, an operations and maintenance program with respect to anyasbestos-containing materials (“ACMs”) at the Property (“O&MProgram”), which is reasonably acceptable to Lender and prepared by an environmentalconsultant reasonably acceptable to Lender. Without limiting the foregoing, if ACMs are found to exist at theProperty, the O&M Program shall be undertaken consistent with theGuidelines for Controlling Asbestos-Containing Materials in Buildings (USEPA,1985) and other relevant guidelines and applicable Environmental Regulations(as defined in the Environmental Indemnity). Lender may require (i) periodic notices or reports to Lender inform, substance and at such intervals as Lender may specify; (ii) amendmentsto such O&M Program to address changing circumstances, laws or othermatters, including without limitation variations in response to reportsprovided by environmental consultants; and (iii) execution of anOperations and Maintenance Agreement relating to such O&M Programreasonably satisfactory to Lender.  TheO&M Program shall be implemented not later than June 15, 2009.”

 

# 26.           The introductory phrase of Section 6.1of the Loan Agreement is hereby amended and restated as follows:

#  

“Eventsof Default.  From and after the ClosingDate, any of the following events shall constitute an “Event of Default” underthis Agreement:”

 

# 27.           Section 6.1(c) of the LoanAgreement is hereby amended and restated as follows:

#  

“Borrowershall fail to perform or observe any obligation or covenant (other than thoseobligations and covenants described in subparagraphs (a) and (b), above,or otherwise set forth in subparagraphs (d) through (n), below, of this Section 6.1)under this Agreement or any other Loan Document within thirty (30) days afterreceipt of written notice that such obligation was not performed; providedthat, if cure cannot reasonably be effected within such 30-day period, suchfailure shall not be an Event of Default hereunder so long as Borrower commencescure within such 30-day period, and thereafter diligently prosecutes such cureto completion; 

 

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andprovided further, however, that notwithstanding the 30-day cure period orextended cure period described above in this subparagraph (c), if a differentnotice or cure period is specified under any Loan Document or under anyprovision of the Loan Documents as to any such failure or breach, the specificLoan Document or provision shall control, and Borrower shall have no more timeto cure the failure or breach than is allowed under the specific Loan Documentor provision as to such failure or breach.”

 

# 28.           The introductory sentence of Section 6.2of the Loan Agreement is hereby amended and restated as follows:

#  

“**Rights andRemedies**.  Upon theoccurrence and during the continuance of an Event of Default, unless such Eventof Default is subsequently waived in writing by Lender, Lender shall beentitled, at the option of Lender, to exercise any or all of the followingrights and remedies, consecutively or simultaneously, and in any order:”

 

# 29.           Section 6.2(c) of the LoanAgreement is hereby amended and restated as follows:

#  

“Lendermay cure the Event of Default on behalf of Borrower, and, in doing so, may enterupon the Property, and may expend such sums as it may deem desirable, includingreasonable attorneys’ fees, even though causing the Loan to exceed the faceamount of the Note, which sums shall bear interest at the Default Rate andshall be payable by Borrower on demand.”

 

# 30.           Section 8.3 of the LoanAgreement is hereby amended and restated as follows:

#  

“**Governing Law; Waiver of Jury Trial**.  This Agreement, the rights of the partieshereunder and the interpretation hereof shall be governed by, and construed inaccordance with, the internal laws of the State of California, in allrespects.  To the extent permitted bylaw, Borrower hereby waives any right to a trial by jury in any action relatingto the Loan and/or the Loan Documents.”

 

# 31.           Section 8.6(c) of the LoanAgreement is hereby amended and restated as follows:

#  

“Theobligations on the part of Borrower under this Section 8.6 shall survivethe closing of the Loan and the repayment thereof.”

 

# 32.           The final paragraph of Section 8.8of the Loan Agreement is hereby amended and restated as follows:

#  

“Solong as (and only so long as) no Event of Default then exists at the time of adisposition of a Transferred Interest, confidential information regardingBorrower given to such Transferees shall be kept confidential except to theextent such Transferee is required to disclose such information by reason ofany applicable law or regulation.”

 

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# 33.           Section 8.10 of the LoanAgreement is hereby amended and restated as follows:

#  

“**Recourse**.  Upon an Event of Default, Lender will looksolely to the Property for the repayment of the Loan and will not enforce orseek a judgment against Borrower; provided, however, Borrower shall bepersonally liable to Lender for: (i) fraud or intentionalmisrepresentation in connection with the execution and the delivery of thisAgreement, or the other Loan Documents; (ii) Borrower’s misapplication ormisappropriation of rents received by Borrower after the occurrence of adefault or Event of Default in violation of the terms of the Loan Documents; (iii) Borrower’smisapplication or misappropriation of security deposits or rents collected morethan thirty (30) days in advance in violation of the terms of the LoanDocuments; (iv) Borrower’s misapplication or the misappropriation ofinsurance proceeds or condemnation awards in violation of the terms of the LoanDocuments; (v) Borrower’s failure to pay prior to delinquency anyImpositions (as defined in the Deed of Trust) (except to the extent that sumssufficient to pay such amounts have been deposited in escrow with Lender),charges for labor or materials or other charges that can create liens on theProperty; (vi) Borrower’s failure to return or to reimburse Lender for allEquipment taken from the Property by or on behalf of Borrower and not replacedwith Equipment of the same utility and of the same or greater value; (vii) anyact of intentional waste or arson by Borrower or any affiliate thereof withrespect to the Property; or (viii) Borrower’s failure to comply with theprovisions of Section 1.12 of the Deed of Trust.”

 

# 34.           Section 8.16 of the LoanAgreement is hereby amended and restated as follows:

#  

“**Reserved**.”

 

# 35.           Section 8.18 of the LoanAgreement is hereby amended and restated as follows:

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“**8.18  Pledge of JHA CollateralAccounts.**  Borrower shallgrant to Lender a perfected security interest in the JHA Collateral Accounts asadditional security for the Loan.  Uponthe occurrence of an Event of Default hereunder, Lender shall be entitled toforeclose upon Borrower’s interest in the JHA Collateral Accounts eitherbefore, after or together with the foreclosure of the Deed of Trust.  Upon any such foreclosure, all amountscontained in the JHA Collateral Accounts shall be applied to reduce the balanceof Loan Amount.  On or prior to theClosing Date, Lender, Borrower and the financial institutions maintaining theJHA Collateral Accounts shall enter into “control agreements” for the purposeof perfecting the security interests in the JHA Collateral Accounts as providedunder the UCC.”

 

# 36.           Section 8.21 of the LoanAgreement is hereby amended and restated as follows:

#  

“**8.21  Equipment Financings.**  Lender hereby agrees that Borrower shall bepermitted to secure financings and grant liens securing purchase moneyindebtedness incurred to enable Borrower to acquire Equipment in the ordinary 

 

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courseof its business; provided, however, that no such lien shall extend to or coverany other Collateral.   Lender agrees tosubordinate its lien on Equipment to such other liens in order to facilitatesuch financings; provided, however, the terms of such financings shall becommercially reasonable.”

 

# 37.           The Loan Agreement is hereby amendedby appending the below following Section 8.21 of the Loan Agreement:

#  

“**8.22  Access.**  Lender shall permit any lender providingfinancing to Borrower secured by Borrower’s Accounts to enter any premises ofBorrower where any Documents directly related to such Accounts are located forthe purpose of foreclosing on, and taking possession of, such Documents.  All capitalized terms used in this Section 8.22,but not otherwise defined in this Agreement, shall have the meanings given tosuch terms in the UCC.”

 

# 38.           Exhibit A of the Loan Agreementis hereby amended and restated as follows:

 

**“EXHIBIT “A”**

 

LEGALDESCRIPTION

 

Theland referred to is situated in the County of Los Angeles, City of Culver City,State of California, and is described as follows:

 

PARCEL1:

 

LOTS9 TO 14 INCLUSIVE IN BLOCK 13 OF TRACT 2444, IN THE CITY OF CULVER CITY, IN THECOUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24PAGES 5 TO 7, INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAIDCOUNTY.

 

EXCEPTFROM LOT 14, ALL OIL, GAS, MINERALS, HYDROCARBONS AND /OR ASSOCIATED SUBSTANCESIN OR UNDER SAID LOT BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF, BUTWITHOUT THE RIGHT TO ENTER UPON THE SURFACE OF THE TOP 500 FEET OF THESUBSURFACE OF SAID LOT, AS RESERVED BY ELLA B. OLESON, A WIDOW, IN THE DEEDRECORDED FEBRUARY 1, 1963 IN BOOK D-1906 PAGE 919 OFFICIAL RECORDS.

 

PARCEL2:

 

THESOUTHWESTERLY 5 FEET OF THOSE PORTIONS OF THE ALLEY WAY 10.00 FEET IN WIDTHWITHIN BLOCK 13 OF TRACT NO. 2444, IN THE CITY OF CULVER CITY, COUNTY OF LOSANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 5 TO 7,INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, ASVACATED AND MORE PARTICULARLY DESCRIBED 

 

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INRESOLUTION NO. 145, AS RECORDED ON MARCH 25, 2009 UNDER RECORDER’S SERIALNUMBER 20090425288, RESOLUTION NO. 617, AS RECORDED ON MARCH 25, 2009UNDER RECORDER’S SERIAL NUMBER 20090425285; RESOLUTION NO. 6484, RECORDED UNDERRECORDER’S SERIAL NUMBER 20090425286 AND RESOLUTION NO. 6485, RECORDED UNDERRECORDER’S SERIAL NUMBER 20090425287, RECORDED IN SAID RECORDER’S OFFICE,DESCRIBED AS FOLLOWS:

 

BEGINNINGAT THE MOST EASTERLY CORNER OF LOT 14 IN BLOCK 13 OF SAID TRACT NO. 2444, ASPER SAID MAP RECORDED IN BOOK 24 PAGES 5 TO 7, INCLUSIVE OF MAPS, IN SAIDRECORDER’S OFFICE;  THENCE ALONG THENORTHEASTERLY LINES OF LOTS 14, 13, 12, 11, 10, AND 9,   N32 DEGREES 39’10”W  304.34 FEET TO THE MOST NORTHERLY CORNER OFSAID LOT 9;  THENCE PERPENDICULAR TO LASTSAID LINE N57 DEGREES 20’50”E  5.00 FEETTO THE CENTERLINE OF SAID ALLEY WAY; THENCE ALONG SAID CENTERLINE S32 DEGREES 39’10”E  304.34 FEET TO A POINT LYING ON A LINEPERPENDICULAR TO SAID NORTHEASTERLY LINE OF SAID LOT 14 AND PASSING THROUGHSAID POINT OF BEGINNING;  THENCE ALONGSAID PERPENDICULAR LINE S57 DEGREES 20’50”W 5.00 FEET TO SAID POINT OF BEGINNING.

 

APN:4207-002-027 (TAX MAP CURRENTLY NOT UPDATED TO REFLECT NEW ALLEY VACATION).”

 

# 39.           Except as expressly set forth in thisAmendment, the Loan Agreement (as amended to date) shall remain in full forceand effect and shall not be deemed to have been modified or amended by thisAmendment.  Each of the Partiesunderstands and agrees that by executing and delivering this Amendment theother Parties do not hereby waive any of their respective rights or remediesunder the Loan Agreement (as amended to date).

#  

# 40.           From and after the date hereof, allreferences in the Loan Agreement and each of the other Loan Documents to theLoan Agreement shall be deemed to be references to the Loan Agreement asmodified hereby. This Amendment shall constitute a Loan Document for allpurposes under the Loan Agreement and the other Loan Documents.

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# 41.           This Amendment, together with theLoan Agreement (as amended to date), constitutes the entire understanding ofthe Parties with respect to the subject matter hereof, and any other prior orcontemporaneous agreements, whether written or oral, with respect thereto areexpressly superseded hereby.

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# 42.           This Amendment, the rights of theParties hereunder and the interpretation hereof shall be governed by, andconstrued in accordance with, the internal laws of the State of California, inall respects.  To the extent permitted bylaw, Borrower hereby waives any right to a trial by jury in any action relatingto this Amendment.

 

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# 43.           ThisAmendment may be executed in two or more counterparts, each of which shall bedeemed to be an original, but all of which shall constitute one and the sameagreement.  Any signature delivered byfacsimile or electronic mail shall be deemed to be an original signaturehereunder.

 

***[*****Signaturepage follows****]**

 

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INWITNESS WHEREOF, the Parties have caused this Amendment to be executed by theirrespective officers thereunto duly authorized, as of the date first abovewritten.

 

 
| ** ** | **“BORROWER”**              |
|------------|---------------------------------------|
| ** ** | ** **                            |
| ** ** | **BROTMAN MEDICAL CENTER, INC.,**     |
|       | a  California corporation             |
|       |                                  |
|       |                                  |
|       | By:                                   | /s/  Stanley Otake |
|       | ** **                            | Name: | Stanley  Otake |
|       | ** **                            | Its: | Chief  Executive Officer |
| ** ** | ** **                            |
| ** ** | ** **                            |
| ** ** | **“LENDER”**                |
| ** ** | ** **                            |
| ** ** | **JHA EAST 7, LLC,**                  |
|       | a  Delaware limited liability company |
| ** ** | ** **                            |
| ** ** | ** **                            |
|       | By:                                   | /s/  Phyllis Z. Cutler |
|       | ** **                            | Name: | Phyllis  Z. Cutler |
|       | ** **                            | Title: | Authorized  Representative |

 

 

[SIGNATUREPAGE TO AMENDMENT NO. 1 TO LOAN AGREEMENT]

 

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