Amendment Number 1 to Mortgage Loan Agreement



 Exhibit 10.17 
  
 $1,900,000.00 
  
 AMENDMENT NO. 1 
  
 TO 
  
 MORTGAGE LOAN AGREEMENT 
  
 originally dated as of December 31, 2000 
 by and between 
  
 HEALTHMONT OF MISSOURI, INC. 
  
 Amended as of June 30, 2001 







 AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT 
  
 THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (the
“Amendment”) is made as of this 30th day of June, 2001, by and between HEALTHMONT OF MISSOURI, INC., a Tennessee corporation, (the “Borrower”), and HELLER HEALTHCARE FINANCE, INC., a Delaware corporation
(“Lender”). 
  
 RECITALS 

 
 A. Pursuant to that certain Mortgage Loan Agreement dated December 31,
2001 by and between Borrower and Lender (the “Loan Agreement”), the parties have established certain financing arrangements that allow Borrower to borrow funds from Lender in accordance with the terms and conditions set forth in the
Loan Agreement. 
  
 B. The parties now desire to amend the Loan
Agreement, in accordance with the terms and conditions set forth below. 
  
 NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender
and Borrower have agreed to the following amendments to the Loan Agreement. Capitalized terms used but not defined in this Amendment shall have the meanings that are set forth in the Loan Agreement. 
  
 Section 1. Definitions. Unless otherwise defined herein, all
capitalized terms herein shall have the meanings assigned to such terms in the Loan Agreement. 
  
 Section 2. Amendment to Loan Agreement. The Loan Agreement is hereby amended as follows: 
  
 (a) Section 5.22 of the Loan Agreement is hereby amended and restated to read as follows: 
  
 “5.22 Working Capital Ratio. At the end
of each calendar quarter throughout the term of the Loan, Borrower shall have maintained a Working Capital Ratio as follows: 
  

			
	 Period Ending

	  	Working Capital Ratio


	 12/31/00
	  	2.15:1
	 3/31/01
	  	1.40:1
	 6/30/01 through 3/31/02
	  	1.25:1
	 6/30/02 through Maturity
	  	2.15:1

  
 For purposes of this
covenant, “Working Capital Ratio” shall mean the ratio of Borrower’s current assets to Borrower’s current liabilities (excluding amounts due and owing under the Loan 

  

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and the Revolving Loan). The Working Capital Ratio shall be measured on a quarterly basis beginning with the quarter ending December 31, 2000 and continuing
until the Loan is repaid in full.” 
  
 (b)
Section 8.9 of the Loan Agreement is hereby amended and restated to read as follows: 
  
 “8.9 Notice. Any notice or other communication required or permitted to be given shall be in writing addressed to the
respective party as set forth below and may be personally served, telecopied or sent by overnight courier or U.S. Mail and shall be deemed given: (a) if served in person, when served; (b) if telecopied, on the date of transmission if before 3:00
p.m. EST on a business day; provided that a hard copy of such notice is also sent pursuant to (c) or (d) below; (c) if by overnight courier, on the first business day after delivery to the courier; or (d) if by U.S. Mail, certified or registered
mail, return receipt requested on the fourth (4th) day after deposit in the mail postage prepaid. 
  

			
	 Notices to Borrower:
	  	 c/o Healthmont, Inc.
 113 Seaboard Lane
 Suite C-200
 Franklin, Tennessee 37067
 Attn: President
 Telephone: 615-309-6900
 Telecopy: 615-309-6901

		
	 Notices to Lender:
	  	 Heller Healthcare Finance, Inc.
 Loan No.
1337
 2 Wisconsin Circle, Suite 400
 Chevy Chase, Maryland
20815
 Attn: Chief Counsel
 Telecopy: (301)
664-9866

		
	 and to:
	  	 Heller Financial, Inc.
 Real Estate Financial
Services
 Loan No. 1337
 500 West Monroe Street
 Chicago, Illinois 60661
 Attn: Kevin McMeen, Senior Vice President

Telecopy: (312) 441-7119”


  
 Section 3.
Reference to the Effect on the Loan Agreement. 
  
 (a) Upon the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and
be a reference to the Loan Agreement as amended by this Amendment. 
  
 (b) Except as specifically amended above, the Loan Agreement, and all other Loan Documents, shall remain in full force and effect, and are hereby ratified and confirmed. 
  

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 (c) The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided in this Amendment, operate as a waiver of any right, power or remedy of Lender, nor constitute a waiver of any provision of the Loan Agreement, or any other documents, instruments and agreements executed or delivered in connection
with the Loan Agreement. 
  
 Section 4. Governing Law.
This Amendment shall be governed by and construed in accordance with the laws of the State of Maryland. 
  
 Section 5. Headings. Section headings in this Amendment are included for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose. 
  
 Section 6.
Counterparts. This Amendment may be executed in counterparts, and both counterparts taken together shall be deemed to constitute one and the same instrument. 
  

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 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first
written above. 
  

			
	LENDER:
	
	 HELLER HEALTHCARE FINANCE, INC.
 a Delaware corporation

		
	By:	 	/s/    JEFFREY D. STEIN        
	 	 	

	 Name:
	 	Jeffrey D. Stein
	 Title:
	 	AVP


  

			
	BORROWER:
	
	 HEALTHMONT OF MISSOURI, INC.
 a Tennessee corporation

		
	By:	 	/s/    TIMOTHY S. HILL        
	 	 	

	 Name:
	 	Timothy S. Hill
	 Its:
	 	CFO


  

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