Exhibit 10.2


 


AMENDMENT NO. 1 TO PROMISSORY NOTE


 


THIS AMENDMENT NO. 1 TO PROMISSORY NOTE (this “Amendment”)
is entered into as of February 10, 2010, by and between BROTMAN MEDICAL
CENTER, INC., a California corporation (“Borrower”) and JHA WEST 16, LLC,
a Delaware limited liability company (“Lender” and, together with
Borrower, the “Parties”).


 


RECITALS


 


WHEREAS, Borrower issued that certain Promissory
Note, dated as of April 14, 2009, to the order of Lender (as amended, the “Note”);


 


WHEREAS, the Parties have determined that it is in
their respective best interests to amend the Note as specified herein; and


 


WHEREAS, capitalized terms used, but not otherwise
defined herein, shall have the meanings given to such terms in the Note.


 


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


 


AGREEMENT


 


1.                                       Section 1
of the Note is hereby amended and restated as follows:


 


“Maturity Date.  The unpaid principal balance hereof, together
with all unpaid interest accrued thereon, and all other amounts payable by
Borrower under the terms of the Loan Documents (the “Loan
Balance”), is due and payable on the date that is the later to
occur of (i) twenty-four (24) months following the Closing Date, (ii) one
hundred eighty (180) days after Lender’s exercise or deemed exercise of the Put
Right, and (iii) if Lender, in its capacity as “Buyer” under the Option
Agreement, exercises the Option during the Option Period (as such period may be
extended pursuant to the terms thereof), the date of the closing of the
transaction contemplated by the Option Agreement (the “Maturity
Date”).  Notwithstanding
the foregoing, at any time following October 14, 2010 and prior to the
date which is twenty-four (24) months after the Closing Date, Lender shall
have the right to require Borrower to fully repay the Loan Balance (“Put Right”), provided that Lender
notifies Borrower in writing of its exercise of the Put Right at least one
hundred and eighty (180) days in advance (the “Refinance
Period”).  Lender may not
provide notice of its exercise of the Put Right prior to October 14,
2010.  If the Maturity Date falls on a
day that is not a Business Day, payment of the outstanding principal must be
made on the next succeeding Business Day and such extension of time will be
included in computing any interest in respect of such payment.”


 


2.                                       Except as
expressly set forth in this Amendment, the Note shall remain in full force and
effect and shall not be deemed to have been modified or amended by this
Amendment.  


 

















 


Each of the Parties understands and agrees that by
executing and delivering this Amendment the other Parties do not hereby waive
any of their respective rights or remedies under the Note.


 


3.                                       From and after
the date hereof, all references in the Loan Agreement and each of the other
Loan Documents to the Note shall be deemed to be references to the Note as
modified hereby. This Amendment shall constitute a Loan Document for all
purposes under the Loan Agreement and the other Loan Documents.


 


4.                                       This Amendment,
together with the Note, constitutes the entire understanding of the Parties
with respect to the subject matter hereof, and any other prior or contemporaneous
agreements, whether written or oral, with respect thereto are expressly
superseded hereby.


 


5.                                       This Amendment,
the rights of the Parties hereunder and the interpretation hereof shall be
governed by, and construed in accordance with, the internal laws of the State
of California, in all respects.  To the
extent permitted by law, Borrower hereby waives any right to a trial by jury in
any action relating to this Amendment.


 


6.                                       This Amendment
may be executed in two or more counterparts, each of which shall be deemed to
be an original, but all of which shall constitute one and the same
agreement.  Any signature delivered by
facsimile or electronic mail shall be deemed to be an original signature
hereunder.


 


[Signature page follows]


 


2

















 


IN WITNESS WHEREOF, the Parties have caused this
Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.


 


	
   

  	
  “BORROWER”

  

  BROTMAN MEDICAL CENTER, INC.,

  
	
   

  	
  a
  California corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Von Crockett

  
	
   

  	
   

  	
  Name:

  	
  Von
  Crockett

  
	
   

  	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “LENDER”

  
	
   

  	
   

  
	
   

  	
  JHA
  WEST 16, LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  JHA
  Geriatric Services, Inc.,

  
	
   

  	
   

  	
  a
  California corporation

  
	
   

  	
  Its:

  	
  Sole
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mary M. Forrest

  
	
   

  	
   

  	
  Name:

  	
  Mary
  M. Forrest

  
	
   

  	
   

  	
  Title:

  	
  CEO

  



 


[SIGNATURE PAGE TO AMENDMENT NO. 1 TO PROMISSORY NOTE]