**Exhibit 10.8**

 

**AMENDMENT NO. 1 TO LOANAGREEMENT**

 

THIS AMENDMENT NO. 1 TO LOAN AGREEMENT (this “Amendment”)is entered into as of April 14, 2009, by and between**BROTMAN MEDICAL CENTER, INC.**, a Californiacorporation (“**Borrower**”) and **JHA WEST 16, LLC**, a Delaware limitedliability company (“**Lender**”).

 

RECITALS

 

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

 

WHEREAS, the Parties have determined that it is intheir respective best interests to amend the Loan Agreement as specifiedherein; and

 

WHEREAS, capitalized terms used, but not otherwisedefined herein, shall have the meanings given to such terms in the LoanAgreement.

 

NOW, THEREFORE, in consideration of the mutualpromises herein made, and in consideration of the representations, warranties,and covenants herein contained, the Parties hereby agree as follows:

 

AGREEMENT

 

# 1.             The definition of “Accounts” in the LoanAgreement is hereby deleted in its entirety.

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# 2.             The following definition is hereby addedto the Loan Agreement:

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“**ACMs:**  Shall have the meaning given such term in Section 5.27.”

 

# 3.             The definition of “Adjacent Real PropertyAccess Lease” in the Loan Agreement is hereby amended and restated as follows:

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“**AdjacentProperty Access Lease****:**  Means that certain Adjacent Property AccessLease and easement agreement to be entered into between Borrower and Lender asa condition to Lender’s exercise of the Option, and which shall contain theitems described in Section 1.5(c) hereof.”

 

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

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“**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.”

 

# 5.             The definition of “Brokers” in the LoanAgreement is hereby amended and restated as follows:

 

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

 

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

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“**Collateral**:  All Equipment; all of Borrower’s Documents,Negotiable Instruments, contract rights (including any rights under anydevelopment agreement) and General Intangibles directly relating to any futureconstruction, use, operation or occupancy of the Property (or any portionthereof); all insurance proceeds from any policies of insurance covering any ofthe aforesaid; the JHA Collateral Accounts; 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 (i) any personal propertyor trade fixtures notwithstanding the manner of annexation, including, withoutlimitation, any oxygen tanks, surgical lights, and generators, and (ii) (a) anyAccounts; (b) any cash or currency (other than cash and currency depositedin the JHA Collateral Accounts and other than any interest earned on any of theJHA Collateral Accounts); (c) any Documents and General Intangibles, ineach case directly related to Borrowers’ Accounts or Deposit Accounts (otherthan Documents and General Intangibles directly related to the JHA CollateralAccounts); (d) any Deposit Accounts other than the JHA CollateralAccounts; and (e) any Proceeds of any and all of the foregoing.  All capitalized terms used in thisdefinition, but not otherwise defined in this Agreement, shall have themeanings given to such terms in the Uniform Commercial Code.”

 

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

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

 

# 8.             The following definition is hereby addedto the Loan Agreement:

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

 

# 9.             The following definition is hereby addedto the Loan Agreement:

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“**JHA Collateral Accounts**:  Means the Emergency Room Account, theReserve Account, and the Tax and Insurance Deposit Account.”

 

# 10.           The following definition is hereby addedto the Loan Agreement:

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“**O&M Program:**  Shall have the meaning given such term in Section 5.27.”

 

# 11.           The definition of “Option Period” in theLoan Agreement is hereby amended and restated as follows:

 

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“**Option Period**:  Means the period commencing on (a) inthe event Borrower is able to obtain the Emergency Room Permits prior tothe Maturity Date, the date that Lender receives written notice from Borrower thatBorrower has obtained the Emergency Room Permits, or (b) in the eventBorrower is unable to obtain the Emergency Room Permits prior to theMaturity Date, the Maturity Date, and ending on (A) in the event Borroweris able to obtain the Emergency Room Permits prior to the Maturity Date,the date which is the later to occur of (i) twelve (12) months afterLender’s receipt of such written notice from Borrower, and (ii) twenty-four(24) months after the Closing Date, or (B) in the event Borrower is unableto obtain the Emergency Room Permits prior to the Maturity Date, the datewhich is twelve (12) months after the Maturity Date.  If Lender desires to exercise the Option,then Lender must exercise the Option prior to the expiration of the OptionPeriod, provided, however, if an appeal (an “**Appeal**”)is pending challenging the Bankruptcy Court Order at the expiration of theOption Period, then the Option Period shall be extended to the date which isninety (90) days following dismissal of the Appeal; provided, further, ifBorrower wrongfully interferes with a foreclosure of the Deed of Trustfollowing an Event of Default (as defined in the Deed of Trust), then theOption Period shall be extended by the period of delay resulting from suchwrongful interference.”

 

# 12.           The definition of “Title Company” in theLoan Agreement is hereby amended and restated as follows:

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

 

# 13.           Section 2.1(k) of the LoanAgreement is hereby amended and restated as follows:

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“**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) of the LoanAgreement is hereby amended and restated as follows:

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“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:

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“**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:

 

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

 

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

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“**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 noother brokerage commissions or finders’ fees due or claimed by any party to bedue from 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(which shall be paid at Closing from the Loan proceeds).”

 

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

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“**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 5.17 of the Loan Agreementis hereby amended and restated as follows:

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“(a)         Borrower shallat all times maintain and make deposits into the Tax and Insurance DepositAccount as follows: commencing on the first day of the month in which Borroweris required to make its first interest payment under the Note (the “FirstPayment Date”), (i) Borrower shall deposit into the Tax and InsuranceDeposit Account an amount equal to the product of one-twelfth (1/12th) of theyearly real estate taxes and assessments which may be levied on the Property(less any such amounts as are payable by tenants under leases of the Property),multiplied by the number of months which have elapsed since the end of theprior fiscal tax year and the First Payment Date (Borrower shall receive acredit for the Initial Deposit), and (ii) thereafter, on the first day ofthe month thereafter until the Maturity Date, Borrower shall deposit or causeto be deposited into the Tax and Insurance Deposit Account an amount equal toone-twelfth (1/12th) of the yearly real estate taxes and assessments whichmay be levied on the Property and the yearly premiums for all casualtyinsurance, commercial general liability insurance and automobile liabilityinsurance required 

 

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to be maintained by Borrower pursuant to the terms of the LoanDocuments.  In connection with theforegoing, Borrower shall be responsible for ensuring Lender’s receipt, atleast thirty (30) days prior to the respective due date for payment, ofall bills, invoices and statements for all such real estate taxes andassessments and insurance premiums to be paid. In its sole discretion, Lender may retain a third party tax lien serviceto obtain tax certificates and other evidence or estimates of tax due or tobecome due and Borrower shall promptly reimburse Lender for the cost of suchservice.  Any unpaid reimbursements forany tax lien service will be added to the Note.

 

(b)           Lender shallwithdraw, and Borrower hereby authorizes Lender to withdraw, funds from the Taxand Insurance Deposit Account from time to time in order to cover the paymentsof such real estate taxes and assessments and insurance premiums as the samebecome due and payable.

 

(c)           Lender herebycovenants and agrees that, upon receipt of the bills, invoices and statementsfor real estate taxes and assessments and insurance premiums to be paid fromthe Tax and Insurance Deposit Account, Lender will promptly withdraw funds fromthe Tax and Insurance Deposit Account and timely pay same to the appropriatetax authority and/or insurance company. Lender shall have no liability for any late charges or other damageswhich might be suffered by Borrower should such payments not be timely made dueto the failure of Borrower to timely submit such bills, invoices and statementsto Lender as required under Section 5.17(a) above or thefailure of the financial institution in which the Tax and Insurance DepositAccount is being maintained to deliver to Lender the amount of the requestedwithdrawal not later than five (5) Business Days from receipt by suchfinancial institution of Lender’s request for said withdrawal or ten (10) daysprior to the date upon which such payment will be delinquent, whichever is later.

 

(d)           Notwithstandingthe foregoing, Borrower shall, as of the Closing Date, either (i) depositsufficient funds into the Tax and Insurance Deposit Account to cover thepayment of all real estate taxes and assessments now due and payable or (ii) payall real estate taxes and assessments now due and payable.”

 

# 21.           Section 5.18 of the Loan Agreementis hereby amended and restated as follows:

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“**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 MaturityDate, Borrower shall deposit the Reserve Contribution into the ReserveAccount.  Borrower may draw upon theReserve Account for purposes of making capital improvements to the Property, upto four (4) times in any given year, provided Borrower gives Lenderat least thirty (30) days’ prior written notice of such draw request, andfurther provided that Lender approves (which approval shall not be unreasonablywithheld, conditioned or delayed) of the amount of the requested 

 

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draw, the proposed cost, scope and need for the requested improvements,repairs and/or replacements, and the proposed manner in which the work is to beperformed.  Lender hereby covenants andagrees that upon delivery of such approval of the amount of the requested draw,Lender shall, pursuant to the terms of the “control agreement” applicable tosuch account, promptly and without delay request that such funds be deliveredto Borrower.”

 

# 22.           Section 5.19 of the Loan Agreementis hereby amended and restated as follows:

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“**Emergency Room 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 Funding EndDate, Borrower shall deposit the Emergency Room Contribution into theEmergency Room Account.  From andafter commencement of construction of the Emergency Room Facility,Borrower shall be entitled to a release of proceeds in the Emergency Room Accountwhich proceeds shall be used only to pay invoices covering the cost ofconstruction of the Emergency Room Facility which are then due and payableor which have previously been paid by Borrower, in an amount equal to theamount of the invoices to be paid or which have previously been paid byBorrower multiplied by a fraction, the numerator of which is the balance thenoutstanding in the Emergency Room Account and the denominator of which isthe contract price under the construction contract covering construction of theEmergency Room Facility, and in accordance with disbursement proceduresreasonably acceptable to Borrower, the construction loan lender and Lender.  Lender hereby covenants and agrees that inconnection therewith, Lender shall, pursuant to the terms of the “controlagreement” applicable to such account, promptly and without delay request thatsuch proceeds be delivered to Borrower. Notwithstanding anything to the contrary contained in this Agreement,upon the occurrence of any of the events described in clause (iii) ofthe definition of Funding End Date, and so long as no Event of Default hasoccurred and is continuing at the time of the occurrence of any such event,Lender shall promptly cause all of the funds in the Emergency Room Accountto be released to Borrower. Notwithstanding anything to the contrary contained in this Agreement,upon the occurrence of any of the events described in clause (iv) ofthe definition of Funding End Date, and provided that Borrower has repaid theLoan on the Maturity Date, Lender shall promptly cause all of the funds in theEmergency Room Account to be released to Borrower.”

 

# 23.           Section 5.21 of the Loan Agreement ishereby amended and restated as follows:

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“**5.21**      **Release of Emergency Room Account****.**  At such time as Borrower receives acertificate of occupancy for use of the new Emergency Room Facility andthe old emergency room facility has been closed, Borrower shall be entitled tothe return of any monies remaining in the Emergency Room Account.  At such time Lender shall pay to Borrower theadditional sum of One Million Dollars ($1,000,000) to offset the soft andhard costs of design and construction of the new Emergency Room Facilityto the extent the monies in the Emergency 

 

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Room Account were insufficient to pay all of said costs,including, without limitation, costs associated with financing the constructionof the Emergency Room Facility.”

 

# 24.           Section 5.25 of the Loan Agreementis hereby amended and restated as follows:

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“**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) prohibited transaction under ERISA. Borrower agrees to deliver to Lender such certifications or otherevidence throughout the term of the Loan as requested by Lender in its solediscretion to confirm compliance with Borrower’s obligations under this Section 5.25or to confirm that Borrower’s representations and warranties regarding ERISA remaintrue.”

 

# 25.           The Loan Agreement is hereby amended byappending the below following Section 5.26 of the Loan Agreement:

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“5.27       **Monitoringor Maintenance Program****.**  Borrower, at its sole expense, shallestablish and maintain continuously in effect until the Loan is paid in full,an operations and maintenance program with respect to any asbestos-containingmaterials (“ACMs”) at the Property (“O&M Program”), which isreasonably acceptable to Lender and prepared by an environmental consultantreasonably acceptable to Lender.  Withoutlimiting the foregoing, if ACMs are found to exist at the Property, the O&MProgram shall be undertaken consistent with the Guidelines for ControllingAsbestos-Containing Materials in Buildings (USEPA, 1985) and other relevant guidelinesand applicable Environmental Regulations (as defined in the EnvironmentalIndemnity).  Lender may require (i) periodicnotices or reports to Lender in form, substance and at such intervals as Lendermay specify; (ii) amendments to such O&M Program to address changingcircumstances, laws or other matters, including without limitation variationsin response to reports provided by environmental consultants; and (iii) executionof an Operations and Maintenance Agreement relating to such O&M Program reasonablysatisfactory to Lender.  The O&MProgram 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:

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“**Events of Default.**  From and after the Closing Date, any of thefollowing events shall constitute an “Event of Default” under this Agreement:”

 

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

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“Borrowershall fail to perform or observe any obligation or covenant (other than thoseobligations and covenants described in subparagraphs (a) and 

 

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(b), above, or otherwise set forth in subparagraphs (d) through(n), below, of this Section 6.1) under this Agreement or any other LoanDocument within thirty (30) days after receipt of written notice that suchobligation was not performed; provided that, if cure cannot reasonably beeffected within such 30-day period, such failure shall not be an Event ofDefault hereunder so long as Borrower commences cure within such 30-day period,and thereafter diligently prosecutes such cure to completion; and providedfurther, however, that notwithstanding the 30-day cure period or extended cureperiod described above in this subparagraph (c), if a different notice or cureperiod is specified under any Loan Document or under any provision of the LoanDocuments as to any such failure or breach, the specific Loan Document orprovision shall control, and Borrower shall have no more time to cure thefailure or breach than is allowed under the specific Loan Document or provisionas to such failure or breach.”

 

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

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“**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:

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“Lendermay cure the Event of Default on behalf of Borrower, and, in doing so, mayenter upon the Property, and may expend such sums as it may deem desirable,including reasonable attorneys’ fees, even though causing the Loan to exceedthe face amount of the Note, which sums shall bear interest at the Default Rateand shall be payable by Borrower on demand.”

 

# 30.           The final sentence of Section 8.6 ofthe Loan Agreement is hereby amended and restated as follows:

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“(c)         The obligationson the part of Borrower under this Section 8.6 shall survive the closingof the Loan and the repayment thereof.”

 

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

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“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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# 32.           Section 8.10 of the Loan Agreementis hereby amended and restated as follows:

 

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“**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.”

 

# 33.           Section 8.18 of the Loan Agreementis 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.  Notwithstanding anythingin the Loan Documents to the contrary, Lender shall subordinate all of itsrights and interests to the Emergency Room Account pursuant to the termsof a subordination agreement to be entered into by Borrower and any lenderproviding financing to Borrower for purposes of design and construction of theEmergency Room Facility; provided, however, that Lender shall have theright to approve such financing, which approval shall not be unreasonablydenied or withheld.”

 

# 34.           The Loan Agreement is hereby amended byappending the below following Section 8.20 of the Loan Agreement:

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“**8.21  Equipment Financings.**  Lender hereby agrees that Borrower shall bepermitted to secure financings and grant liens securing purchase money

 

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indebtedness incurred to enable Borrower to acquire Equipment in theordinary course of its business; provided, however, that no such lien shallextend to or cover any other Collateral. Lender agrees to subordinate its lien on Equipment to such other liensin order to facilitate such financings; provided, however, the terms of suchfinancings shall be commercially reasonable.

 

**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.”

 

# 35.           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).

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# 36.           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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# 37.           This Amendment, together with the LoanAgreement (as amended to date), constitutes the entire understanding of theParties 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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# 38.           This Amendment, 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 this Amendment.

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# 39.           This Amendment may be executed in two ormore counterparts, each of which shall be deemed to be an original, but all ofwhich shall constitute one and the same agreement.  Any signature delivered by facsimile orelectronic mail shall be deemed to be an original signature hereunder.

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***[*****Signature page follows****]**

 

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IN WITNESS WHEREOF, the Parties have caused thisAmendment to be executed by their respective officers thereunto dulyauthorized, as of the date first above written.

 

 
| ** ** | ** ** | **“BORROWER”**              |
|------------|------------|---------------------------------------|
|       |       |                                  |
|       |       | **BROTMAN MEDICAL CENTER, INC.,**     |
|       |       | a  California corporation             |
|       |       |                                  |
|       |       |                                  |
|       |       | By:                                   | /s/  Stanley Otake |
|       |       |                                  | Name: | Stanley  Otake |
|       |       |                                  | Title: | Chief  Executive Officer |
|       |       |                                  |   |
|       |       |                                  |   |
| ** ** | ** ** | **“LENDER”**                |
|       |       |                                  |
|       |       | **JHA WEST 16, LLC,**                 |
|       |       | a  Delaware limited liability company |
|       |       |                                  |
|       |       | By:                                   | JHA  Geriatric Services, Inc., a California corporation |
|       |       | Its:                                  | Sole  Member |
|       |       |                                  |   |
|       |       |                                  |   |
|       |       | By:                                   | /s/  M. M. Forrest |
|       |       |                                  | Name: | M.  M. Forrest |
|       |       |                                  | Title: | Chief  Executive Officer and President |

 

 

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO LOAN AGREEMENT]

 

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