Exhibit 10.3


 


AMENDMENT NO. 2 TO LOAN AGREEMENT


 


THIS AMENDMENT NO. 2 TO LOAN AGREEMENT (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”).


 


RECITALS


 


WHEREAS, Borrower and Lender (collectively, the “Parties”)
are parties to that certain Loan Agreement, dated as of July 9, 2008, as
amended by that certain Amendment No. 1 to Loan Agreement, dated as of April 14,
2009 (as amended, the “Loan Agreement”);


 


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


 


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


 


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.                                       The definition
of “Put Right” in the Loan Agreement is hereby amended and restated as follows:


 


“Put Right:  Means Lender’s right to declare the unpaid
Loan Amount, including any remaining interest and any other amounts due and
payable under the Loan Documents, immediately due and payable at any time
following October 14, 2010 and prior to the date which is
twenty-four (24) months after the Closing Date, subject to Lender
providing written notification to Borrower of its exercise of the Put Right at
least one hundred and eighty (180) days in advance.  Lender may not provide notification of its
exercise of the Put Right prior to October 14, 2010.”


 


2.                                       Except as
expressly set forth in this Amendment, the Loan Agreement (as amended to date)
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 Loan Agreement (as amended to date).


 


3.                                       From and after
the date hereof, all references in the Loan Agreement and each of the other
Loan Documents to the Loan Agreement shall be deemed to be references to the
Loan Agreement 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 Loan Agreement (as amended to date), 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. 2 TO LOAN AGREEMENT]