exv10w26wa







	 	 	 	 	 



Exhibit 10.26a




FIRST AMENDMENT TO LEASE AGREEMENT FOR A GAMMA KNIFE UNIT





     This FIRST AMENDMENT TO LEASE AGREEMENT FOR A GAMMA KNIFE UNIT (this “Amendment”) is dated as of
the 29th day of December, 2008, and is entered into between GK FINANCING, LLC, a California limited
liability company (“GKF”), and FROEDTERT MEMORIAL LUTHERAN HOSPITAL, INC., a non-profit Wisconsin
corporation (“Medical Center”), with reference to the following facts:



Recitals




     A. GKF and Medical Center are parties to a certain Lease Agreement for a Gamma Knife Unit dated May
28, 1999, which has been amended by letter addendum (as amended, the “Agreement”).



     B. Pursuant to Section 14 of the Agreement, the parties desire to upgrade the Equipment from a
Leksell Gamma Knife Model B Unit to a Leksell Gamma Knife Model C Unit, and to amend the Agreement,
on the terms set forth herein.



     NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are acknowledged,
the parties hereby amend the Agreement as follows:



Agreement




     1. Defined Terms. Unless otherwise defined herein, the capitalized terms used herein
shall have the same meanings set forth in the Agreement.



     2. Upgrade of the Equipment.



          a. GKF shall upgrade the existing Equipment to a Leksell Gamma Knife Model C with Automatic
Positioning System manufactured by Elekta Instruments, Inc (the “Model C”), and which will continue
to be located at the existing Site (i.e., Froedtert Memorial Lutheran Hospital, 9200 W.
Wisconsin Avenue, Milwaukee, Wisconsin 53226) (the “Upgrade”). GKF shall be responsible for the
costs of implementing changes to the Site which are required to support the Model C. However,
Medical Center will provide Medical Center personnel and services upon request and as required by
GKF to perform the Upgrade at no cost to GKF. Such personnel and services shall include, but not be
limited to, oversight supervision and assistance by Medical Center with construction and compliance
with building requirements, and by Medical Center physicists with nuclear regulatory compliance
issues and the calibration of the Model C. It is anticipated but not guaranteed that the Upgrade
will occur in or around the first half of 2009, provided that all Permits have been obtained.




          b. The Upgrade will be performed by GKF after all appropriate licenses, permits, approvals,
consents and authorizations (collectively, the “Permits”) have been obtained by Medical Center at
Medical Center’s cost for the Upgrade, including, without limitation, the proper handling of the
cobalt-60 during the Upgrade. The timing and procedure for the Upgrade shall be as mutually agreed
upon between the parties. Notwithstanding anything to the contrary
set forth herein, the Upgrade shall not include loading new cobalt-60 sources. Furthermore,
GKF is not responsible for any additional hardware, cobalt reloading, software changes and/or



 









 






other modifications to the Model C except as agreed upon in writing by Medical Center and GKF.
Upon completion of the Upgrade, all references in the Agreement to the “Equipment” shall be to the
Model C.




     3. Per Procedure Payments. In consideration of the Upgrade, effective on the date the
Model C becomes operational to perform clinical treatments, Exhibit 1 of the Agreement (Per
Procedure Payments) shall be deleted in its entirety and replaced with Exhibit 1 attached hereto.



     4. Extension of Term. In view of the Upgrade, the term of the Agreement shall be
extended by the number of days the Equipment (and the Model C) will not be available for clinical
use during the Upgrade process. The parties confirm that the Commencement Date (as defined in the
Agreement) is December 15, 1999, and that, pursuant to letter addendum between the parties
(pertaining to the prior reload of the cobalt 60 source), the term of the Agreement expires on
December 15, 2014 (which does not take into account the further extension based on the Upgrade).



     5. Full Force and Effect. Except as amended by this Amendment, all of the terms and
provisions of the Agreement shall remain in full force and effect. Notwithstanding the foregoing,
to the extent of any conflict or inconsistency between the terms and provisions of this Amendment
and that of the Agreement, the terms and provisions of this Amendment shall prevail and control.



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




	 	 	 	 	 	 	 	 	 
	GKF:	 	Medical Center:	 	 
	 
	 	 	 	 	 	 	 	 
	GK FINANCING, LLC	 	FROEDTERT MEMORIAL LUTHERAN HOSPITAL, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Ernest A. Bates, M.D.
	 	By:
	 	/s/ Blaine J. O’Connell	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Ernest A. Bates, M.D.	 	 	 	Name: Blaine J. O’Connell	 	 
	 

	 	Title: Policy Committee Member
	 	 	 	Title: Sr. VP Finance and CFO	 	 




 









 






Exhibit 1




PER PROCEDURE PAYMENTS




	 	 	 
	Annual Paid Procedures Performed	 	Fee Per Procedure
	 
	*

	 	*
	*

	 	*
	*

	 	*





Notwithstanding anything to the contrary set forth herein, (a) for purposes of determining the per
Procedure payment, the number of annual Procedures performed shall be reset to zero (0) at the
commencement of each anniversary of the Commencement Date; (b) for Procedure count purposes, any
patient treatment provided on a fractionated basis shall count as one (1) Procedure; and (c) there
shall be no retroactive adjustment of the per Procedure payment irrespective of whether the number
of Procedures performed reaches a lower per Procedure payment level. For example, if *.



If no Procedures are performed utilizing the Equipment, no charges shall be incurred by Medical
Center.



As used in the Agreement, a “Procedure” shall mean any treatment, whether performed on an inpatient
or outpatient basis, that involves stereotactic, external, single fraction, conformal radiation,
commonly called radiosurgery, that may include one or more isocenters during the patient treatment
session, delivered to any site(s) superior to the foramen magnum, that is performed by Medical
Center or its representatives or affiliates, irrespective of whether the Procedure is performed on
the Model C or using any other equipment or devices.



Within ten (10) days after Medical Center’s receipt of written request by GKF, GKF shall have the
right to audit Medical Center’s books and records (including, without limitation, the books and
records pertaining to any other radiosurgery equipment or devices) to verify the number of
Procedures that have been performed by Medical Center, and Medical Center shall provide GKF with
access to such books and records; provided that any patient names or identifiers shall not
be disclosed.