**EXHIBIT 10.1**

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**SECONDAMENDMENT TO CREDIT AGREEMENT**

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**THIS****SECONDAMENDMENT TO CREDIT AGREEMENT,**dated as of the 17th day of February,2010 (this “Amendment”), is made by and between BROTMAN MEDICAL CENTER,INC., a California corporation, as borrower (the “Borrower”) and GEMINOHEALTHCARE FINANCE, LLC, a Delaware limited liability company, as lender (“Lender”).

 

**BACKGROUNDSTATEMENT**

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A.            The Borrower and Lender are partiesto a Credit Agreement, dated as of April 14, 2009, as amended by thatcertain First Amendment to Credit Agreement and Wavier, dated as of December 11,2009 (as amended, restated, supplemented or otherwise modified from time totime, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meaningsgiven to them in the Credit Agreement.

 

B.            The Borrower has requested thatLender agree to (i) increase the loan commitment by $1,000,000.00 and (ii) makecertain revisions to the Credit Agreement. Lender has agreed to make thefollowing amendments to the Credit Agreement, subject to the terms andconditions set forth herein.

 

**STATEMENTOF AGREEMENT**

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Theparties hereto, in consideration of the mutual covenants and agreements setforth herein, agree as follows:

 

**ARTICLEI**

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**AMENDMENTS**

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1.1           Amendment to Recitals. The firstparagraph of the Recitals of the Credit Agreement is hereby amended by deletingit in its entirety and replacing it with the following:

 

“WHEREAS, Borrowers have requested that Lender make available to them,on a joint and several basis, a Credit Facility in the maximum amount of$7,000,000.00 which will be secured by a first priority perfected securityinterest in the Collateral (as defined below); and”

 

1.2           Amendment to Definition of “MaximumCredit Limit”. The definition of “Maximum Credit Limit” in Annex Iof the Credit Agreement is hereby amended by deleting it in its entirety andreplacing it with the following:

 

“Maximum Credit Limit means an amount, from time to time, equal tothe Revolving Loan Commitment, not to exceed at any time Seven Million and No/100Dollars ($7,000,000.00) in the aggregate.”

 

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1.3           Amendment to Definition of “RevolvingLoan Commitment”. The definition of “Revolving Loan Commitment” in AnnexI Agreement is hereby amended by deleting it in its entirety and replacingit with the following:

 

“RevolvingLoan Commitment” means an amount equal to Seven Million and No/Dollars($7,000,000.00).

 

**ARTICLE II**

 

**REPRESENTATIONS AND WARRANTIES**

 

The Borrower hereby represents and warrants asfollows:

 

2.1           Representationsand Warranties. After giving effect to this Amendment, each of therepresentations and warranties of the Borrower contained in the CreditAgreement and in the other Loan Documents is true and correct on and as of thedate hereof with the same effect as if made on and as of the date hereof(except to the extent any such representation or warranty is expressly statedto have been made as of a specific date, in which case such representation orwarranty is true and correct as of such date).

 

2.2           No Default. After givingeffect to this Amendment, no Default or Event of Default has occurred and iscontinuing.

 

2.3           Enforceability. This Amendmenthas been duly executed and delivered by the Borrower and constitutes the Borrower’slegal, valid and binding obligation, enforceable in accordance with its terms,except as such enforceability may be limited (x) by general principles ofequity and conflicts of laws or (y) by bankruptcy, reorganization,insolvency, moratorium or other laws of general application relating to oraffecting the enforcement, of Lender’s rights.

 

2.4           No Conflicts. No consent,approval, authorization or order of, or filing, registration or qualificationwith, any court or governmental authority or third party is required inconnection with the execution, delivery or performance by the Borrower of thisAmendment.

 

2.5           Obligations. The execution anddelivery of this Amendment does not diminish or reduce the Borrower’sobligations under the Loan Documents, except as modified by this Amendment.

 

2.6           No Claims. No Borrower has anyclaims, counterclaims, offsets or defenses to the Loan Documents and theperformance of its obligations thereunder, or if any Borrower has any suchclaims, counterclaims, offsets, or defenses to the Loan Documents or anytransaction related to the Loan Documents, the same are hereby waived,relinquished and released in consideration of Lender’s execution and deliveryof this Amendment.

 

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**ARTICLEIII**

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**CONDITIONSTO EFFECTIVENESS**

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Theeffectiveness of the amendments to the Credit Agreement and of the waivers andconsents set forth in this Amendment is subject to the satisfaction of thefollowing conditions:

 

3.1           Executed Amendment and OtherDocuments. This Amendment, the Amended and Restated Revolving Note and any otherdocuments required by Lender in its sole discretion shall have been duly executedand delivered by Borrower in form and substance satisfactory to Lender in itssole discretion.

 

3.2           Fees.  Upon Closing, Borrower shall have paid toLender (i) all Expenses (including without limitation the reasonable feesand expenses of counsel to Lender) associated with this Amendment, and (ii) TwentyThousand and No/100 Dollars ($20,000.00) to Lender as an additional commitmentfee.

 

3.3           No Material Adverse Change. NoMaterial Adverse Effect has occurred and is continuing, and no Borrower knowsof any event, condition or state of facts that could reasonably be expected tohave a Material Adverse Effect.

 

**ARTICLEIV**

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**MISCELLANEOUS**

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4.1           Effect of Amendment. From andafter the Effective Date (as defined below), all references to the CreditAgreement set forth in any other Loan Document or other agreement or instrumentshall, unless otherwise specifically provided, be references to the CreditAgreement as amended by this Amendment and as may be further amended, modified,restated or supplemented from time to time. This Amendment is limited asspecified and shall not constitute or be deemed to constitute an amendment,modification or waiver of any provision of the Credit Agreement or of any otherLoan Document except as expressly set forth herein. Except as expressly amendedhereby, the Credit Agreement shall remain in full force and effect inaccordance with its terms.

 

4.2           Governing Law. This Amendmentshall be governed by and construed and enforced in accordance with the laws ofthe Commonwealth of Pennsylvania (without regard to the conflicts of lawprovisions thereof).

 

4.3           Expenses. Borrower agrees topay upon demand all out-of-pocket costs and expenses of Lender (including,without limitation, the reasonable fees and expenses of counsel to Lender) inconnection with the preparation, negotiation, execution and delivery of thisAmendment.

 

4.4           Severability. To the extentany provision of this Amendment is prohibited by or invalid under theapplicable law of any jurisdiction, such provision shall be ineffective only tothe extent of such prohibition or invalidity and only in any such jurisdiction,without prohibiting 

 

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or invalidating such provision in any other jurisdiction or theremaining provisions of this Amendment in any jurisdiction.

 

4.5           Successors and Assigns.  This Amendment shall be binding upon, inureto the benefit of and be enforceable by the respective successors and assignsof the parties hereto.

 

4.6           Construction. The headings ofthe various sections and subsections of this Amendment have been inserted forconvenience only and shall not in any way affect the meaning or construction ofany of the provisions hereof.

 

4.7           Counterparts; Effectiveness.This Amendment may be executed in any number of counterparts and by differentparties hereto on separate counterparts, each of which when so executed anddelivered shall be an original, but all of which shall together constitute oneand the same instrument. This Amendment shall become effective upon theexecution and delivery of a counterpart hereof by the Borrower and Lender andthe satisfaction of the conditions set forth in Article III hereof (suchdate, the “Effective Date”). Signatures of the parties to this Amendment transmitted by facsimile orvia other electronic format shall be deemed to be their original signatures forall purposes.

 

**[Signatureson following page.]**

 

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**IN WITNESS WHEREOF**, this Amendment has been duly executed as of the dayand year first above written.

 

**BORROWER:**

 
| Address  for notices to Borrower:                    | BROTMAN  MEDICAL CENTER, INC.   |
|------------------------------------------------------|---------------------------------|
|                                                 |                            |
| Brotman Medical  Center, Inc.                   |                            |
| 3828 Delmas Terrace                                  |                            |
| Culver City, CA 90231                                |                            |
| Attn: Von Crockett,  Chief Executive Officer         | By:                             | /s/ Von Crockett |
| Fax: (310) 202-4125                                  | Name:                           | Von Crockett |
|                                                 | Title:                          | Chief Executive Officer |
|                                                 |                            |
|                                                 |                            |
| **LENDER:**                                          |                            |
|                                                 |                            |
| Address  for notices to Lender:                      | GEMINO  HEALTHCARE FINANCE, LLC |
|                                                 |                            |
| Gemino Healthcare Finance, LLC                       |                            |
| 1 International Plaza,  Suite 220               | By:                             | /s/ Miriam P. Gallagher |
| Philadelphia, PA 19113                               | Name:                           | Miriam P. Gallagher |
| Attn: Miriam Gallagher                               | Title:                          | Senior Portfolio  Manager |
| Fax: (610) 870-5401                                  |                            |
|                                                 |                            |
| With a copy to (which  shall not constitute notice): |                            |
|                                                 |                            |
| Waller  Lansden Dortch & Davis, LLP         |                            |
| 511 Union Street,  Suite 2700                   |                            |
| Nashville City Center                                |                            |
| Nashville, TN 37219                                  |                            |
| Attn: Robert L. Harris                               |                            |
| Fax: (615) 244-6804                                  |                            |

 

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