Exhibit 10.10


 


AMENDMENT NO. 1 TO LOAN
AGREEMENT


 


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 California corporation (“Borrower”) and JHA EAST 7, 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 (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 “Accounts” in the
Loan Agreement is hereby deleted in its entirety.


 


2.             The following definition is hereby
added to the Loan Agreement:


 


“ACMs:  Shall have the meaning given such term in Section 5.24.”


 


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


 


“Bankruptcy Court Order:  Means that certain “Order Authorizing Debtor
To:  (1) Incur New Debtor In
Possession Financing; and (2) Pay Off Its Secured Debt” entered by the
Bankruptcy Court.”


 


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


 


“Collateral:   All Equipment, furniture, furnishings,
machinery, inventory, construction materials (if any), and any other item of
personal property in which Borrower now or hereafter owns or acquires any
interest or right, including any of the foregoing that are leased, which are
used or useful in the construction, operation, use or occupancy of the Property
(or any portion thereof); all of Borrower’s Documents, Negotiable Instruments,
contract rights (including any rights under any development agreement) and
General Intangibles, in each case 


 

















 


directly
relating to any future construction, use, operation or occupancy of the
Property (or any portion thereof); all insurance proceeds from any policies of
insurance covering any of the aforesaid; and such other collateral as may be
described in the Deed of Trust. 
Notwithstanding anything to the contrary contained in any Loan Document,
Collateral shall not include, without limitation, (a) any Accounts; (b) any
cash or currency (other than cash and currency deposited in the JHA Collateral
Accounts and other than any interest earned on any of the JHA Collateral
Accounts); (c) any Documents and General Intangibles directly related to
Borrowers’ Accounts or Deposit Accounts (other than Documents and General
Intangibles directly related to the JHA Collateral Accounts); (d) any
Deposit Accounts other than the JHA Collateral Accounts; and (e) any
Proceeds of any and all of the foregoing. 
All capitalized terms used in this definition, but not otherwise defined
in this Agreement, shall have the meanings given to such terms in the UCC.”


 


5.             The following definition is hereby
added to the Loan Agreement:


 


“ERISA:  Means the Employee Retirement Income Security
Act of 1974, and the regulations issued thereunder, all as amended or restated
from time to time.”


 


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


 


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


 


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


 


“Escrow Holder:  Means Old Republic Title Company.”


 


8.             The following definition is hereby
added to the Loan Agreement:


 


“Event of Default:  Shall have the meaning given such term in Section 6.1.”


 


9.             The following definition is hereby
added to the Loan Agreement:


 


“JHA Collateral Accounts:  Means the Reserve Account and the Tax and
Insurance Deposit Account.”


 


10.           The following definition is hereby
added to the Loan Agreement:


 


“O&M Program:  Shall have the meaning given such term in Section 5.24.”


 


11.           The definition of “Title Company” in
the Loan Agreement is hereby amended and restated as follows:


 


“Title Company:  Means Old Republic Title Company.”


 


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12.           The heading of Article I of the
Loan Agreement is hereby amended and restated as follows:


 


“LOAN”


 


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


 


“Representations and Warranties.  The representations and warranties of
Borrower under Article IV shall be true and correct in all material
respects as of the Closing Date.”


 


14.           Section 2.1(l) of
the Loan Agreement is hereby amended and restated as follows:


 


“The
Bankruptcy Court Order shall not have been modified or be subject to a stay.”


 


15.           Section 2.2(b) of the Loan
Agreement is hereby amended and restated as follows:


 


“Representations and Warranties.  The representations and warranties of Lender
under Article IV shall be true and correct in all material respects as of
the Closing Date.”


 


16.           The introductory language of Section 4.1
of the Loan Agreement is hereby amended and restated as follows:


 


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


 


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


 


“Brokers.  Borrower is represented by HealthWest Realty
Advisors, Inc. (“Broker”) in connection with the making and arrangement of
the Loan and the transaction contemplated hereby.  Other than any brokerage commissions or fees
which may be due by Borrower to the Broker for such services, there are no other
brokerage commissions or finders’ fees due or claimed by any party to be due
from Borrower in connection with or with respect to the transaction
contemplated hereby.  Borrower shall be
fully responsible for any commissions or fees due and owing, if any, to Broker.”


 


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


 


“Representations and Warranties of Lender.  Lender represents and warrants to Borrower as
of the Closing Date that:”


 


19.           The introductory phrase of Article V
of the Loan Agreement is hereby amended and restated as follows:


 


3

















 


“As
an inducement to Lender to execute this Agreement and to make the Loan, and
from and after the Closing Date and until Lender has been paid in full the
principal of and interest on the Loan made by Lender hereunder and under the
other Loan Documents, Borrower hereby covenants as set forth in this Article V:”


 


20.           Section 5.8
of the Loan Agreement is hereby amended and restated as follows:


 


“Ownership of Collateral.  Borrower will be the sole owner of all
Collateral acquired after the date hereof, free from any adverse lien, security
interest or adverse claim of any kind whatsoever, except for security interests
and liens in favor of Lender, Liens disclosed in the Title Policy, and other
liens approved by Lender, in Lender’s sole discretion.  Borrower will not convey or transfer any
portion of the Collateral without the prior written consent of Lender, other
than in the ordinary course of business; provided, however, Borrower may convey
or transfer some or all of the Collateral so long as Borrower obtains a
replacement of comparable or greater utility and value.”


 


21.           Section 5.17 of the Loan
Agreement is hereby amended and restated as follows:


 


“(a)         Borrower shall at all times maintain
and make deposits into the Tax and Insurance Deposit Account as follows:
commencing on the first day of the month in which Borrower is required to make
its first interest payment under the Note (the “First Payment Date”), (i) Borrower
shall deposit into the Tax and Insurance Deposit Account an amount equal to the
product of one-twelfth (1/12th) of the yearly 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 the prior fiscal tax year and the
First Payment Date (Borrower shall receive a credit for the Initial Deposit), and
(ii) thereafter, on the first day of the month thereafter until the
Maturity Date, Borrower shall deposit or cause to be deposited into the Tax and
Insurance Deposit Account an amount equal to one-twelfth (1/12th) of the
yearly real estate taxes and assessments which may be levied on the Property
and the yearly premiums for all casualty insurance, commercial general
liability insurance and automobile liability insurance required to be
maintained by Borrower pursuant to the terms of the Loan Documents.  In connection with the foregoing, Borrower
shall be responsible for ensuring Lender’s receipt, at least thirty (30)
days prior to the respective due date for payment, of all bills, invoices and
statements for all such real estate taxes and assessments and insurance
premiums to be paid.  In its sole
discretion, Lender may retain a third party tax lien service to obtain tax
certificates and other evidence or estimates of tax due or to become due and
Borrower shall promptly reimburse Lender for the cost of such service.  Any unpaid reimbursements for any tax lien
service will be added to the Note.


 


(b)           Lender shall withdraw, and Borrower
hereby authorizes Lender to withdraw, funds from the Tax and Insurance Deposit
Account from time to time 


 


4

















 


in
order to cover the payments of such real estate taxes and assessments and
insurance premiums as the same become due and payable.


 


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


 


(d)           Notwithstanding the foregoing,
Borrower shall, as of the Closing Date, either (i) deposit sufficient
funds into the Tax and Insurance Deposit Account to cover the payment of all
real estate taxes and assessments now due and payable or (ii) pay all real
estate taxes and assessments now due and payable.”


 


22.           Section 5.18 of the Loan
Agreement is hereby amended and restated as follows:


 


“Reserve Account.  Commencing on the first day of the month in
which Borrower is required to make its first interest payment under the Note,
and continuing on the first day of each month thereafter  until the Maturity Date, Borrower shall
deposit the Reserve Contribution into the Reserve Account.  Borrower may draw upon the Reserve Account
for purposes of making capital improvements to the Property, up to four (4) times
in any given year, provided Borrower gives Lender at least thirty (30)
days’ prior written notice of such draw request, and further provided that
Lender approves (which approval shall not be unreasonably withheld, conditioned
or delayed) of the amount of the requested 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 be performed.   Lender hereby covenants and agrees that upon
delivery of such approval of the amount of the requested draw, Lender shall,
pursuant to the terms of the “control agreement” applicable to such account,
promptly and without delay request that such funds be delivered to Borrower.”


 


23.           Section 5.21 of the Loan
Agreement is hereby amended and restated as follows:


 


“Prohibited Transactions.  Borrower shall not engage in any transaction
which would cause any obligation or action taken or to be taken hereunder by
Borrower (or the exercise by Lender of any of its rights under any of the Loan
Documents) to be a non-exempt (under a statutory or administrative class
exemption) 


 


5

















 


prohibited
transaction under ERISA.  Borrower agrees
to deliver to Lender such certifications or other evidence throughout the term
of the Loan as requested by Lender in its sole discretion to confirm compliance
with Borrower’s obligations under this Section 5.21 or to confirm that
Borrower’s representations and warranties regarding ERISA remain true.”


 


24.           Section 5.23 of the Loan
Agreement is hereby amended and restated as follows:


 


“Reserved.”


 


25.           The Loan Agreement is hereby amended
by appending the below following Section 5.23 of the Loan Agreement:


 


“5.24       Monitoring or Maintenance
Program.  Borrower, at its
sole expense, shall establish and maintain continuously in effect until the
Loan is paid in full, an operations and maintenance program with respect to any
asbestos-containing materials (“ACMs”) at the Property (“O&M
Program”), which is reasonably acceptable to Lender and prepared by an environmental
consultant reasonably acceptable to Lender. 
Without limiting the foregoing, if ACMs are found to exist at the
Property, the O&M Program shall be undertaken consistent with the
Guidelines for Controlling Asbestos-Containing Materials in Buildings (USEPA,
1985) and other relevant guidelines and applicable Environmental Regulations
(as defined in the Environmental Indemnity). 
Lender may require (i) periodic notices or reports to Lender in
form, substance and at such intervals as Lender may specify; (ii) amendments
to such O&M Program to address changing circumstances, laws or other
matters, including without limitation variations in response to reports
provided by environmental consultants; and (iii) execution of an
Operations and Maintenance Agreement relating to such O&M Program
reasonably satisfactory to Lender.  The
O&M Program shall be implemented not later than June 15, 2009.”


 


26.           The introductory phrase of Section 6.1
of the Loan Agreement is hereby amended and restated as follows:


 


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


 


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


 


“Borrower
shall fail to perform or observe any obligation or covenant (other than those
obligations and covenants described in subparagraphs (a) and (b), above,
or otherwise set forth in subparagraphs (d) through (n), below, of this Section 6.1)
under this Agreement or any other Loan Document within thirty (30) days after
receipt of written notice that such obligation was not performed; provided
that, if cure cannot reasonably be effected within such 30-day period, such
failure shall not be an Event of Default hereunder so long as Borrower commences
cure within such 30-day period, and thereafter diligently prosecutes such cure
to completion; 


 


6

















 


and
provided further, however, that notwithstanding the 30-day cure period or
extended cure period described above in this subparagraph (c), if a different
notice or cure period is specified under any Loan Document or under any
provision of the Loan Documents as to any such failure or breach, the specific
Loan Document or provision shall control, and Borrower shall have no more time
to cure the failure or breach than is allowed under the specific Loan Document
or provision as to such failure or breach.”


 


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


 


“Rights and
Remedies.  Upon the
occurrence and during the continuance of an Event of Default, unless such Event
of Default is subsequently waived in writing by Lender, Lender shall be
entitled, at the option of Lender, to exercise any or all of the following
rights and remedies, consecutively or simultaneously, and in any order:”


 


29.           Section 6.2(c) of the Loan
Agreement is hereby amended and restated as follows:


 


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


 


30.           Section 8.3 of the Loan
Agreement is hereby amended and restated as follows:


 


“Governing Law; Waiver of Jury Trial.  This Agreement, 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 the Loan and/or the Loan Documents.”


 


31.           Section 8.6(c) of the Loan
Agreement is hereby amended and restated as follows:


 


“The
obligations on the part of Borrower under this Section 8.6 shall survive
the closing of the Loan and the repayment thereof.”


 


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


 


“So
long as (and only so long as) no Event of Default then exists at the time of a
disposition of a Transferred Interest, confidential information regarding
Borrower given to such Transferees shall be kept confidential except to the
extent such Transferee is required to disclose such information by reason of
any applicable law or regulation.”


 


7

















 


33.           Section 8.10 of the Loan
Agreement is hereby amended and restated as follows:


 


“Recourse.  Upon an Event of Default, Lender will look
solely to the Property for the repayment of the Loan and will not enforce or
seek a judgment against Borrower; provided, however, Borrower shall be
personally liable to Lender for: (i) fraud or intentional
misrepresentation in connection with the execution and the delivery of this
Agreement, or the other Loan Documents; (ii) Borrower’s misapplication or
misappropriation of rents received by Borrower after the occurrence of a
default or Event of Default in violation of the terms of the Loan Documents; (iii) Borrower’s
misapplication or misappropriation of security deposits or rents collected more
than thirty (30) days in advance in violation of the terms of the Loan
Documents; (iv) Borrower’s misapplication or the misappropriation of
insurance proceeds or condemnation awards in violation of the terms of the Loan
Documents; (v) Borrower’s failure to pay prior to delinquency any
Impositions (as defined in the Deed of Trust) (except to the extent that sums
sufficient to pay such amounts have been deposited in escrow with Lender),
charges for labor or materials or other charges that can create liens on the
Property; (vi) Borrower’s failure to return or to reimburse Lender for all
Equipment taken from the Property by or on behalf of Borrower and not replaced
with Equipment of the same utility and of the same or greater value; (vii) any
act of intentional waste or arson by Borrower or any affiliate thereof with
respect to the Property; or (viii) Borrower’s failure to comply with the
provisions of Section 1.12 of the Deed of Trust.”


 


34.           Section 8.16 of the Loan
Agreement is hereby amended and restated as follows:


 


“Reserved.”


 


35.           Section 8.18 of the Loan
Agreement is hereby amended and restated as follows:


 


“8.18  Pledge of JHA Collateral
Accounts.  Borrower shall
grant to Lender a perfected security interest in the JHA Collateral Accounts as
additional security for the Loan.  Upon
the occurrence of an Event of Default hereunder, Lender shall be entitled to
foreclose upon Borrower’s interest in the JHA Collateral Accounts either
before, after or together with the foreclosure of the Deed of Trust.  Upon any such foreclosure, all amounts
contained in the JHA Collateral Accounts shall be applied to reduce the balance
of Loan Amount.  On or prior to the
Closing Date, Lender, Borrower and the financial institutions maintaining the
JHA Collateral Accounts shall enter into “control agreements” for the purpose
of perfecting the security interests in the JHA Collateral Accounts as provided
under the UCC.”


 


36.           Section 8.21 of the Loan
Agreement is hereby amended and restated as follows:


 


“8.21  Equipment Financings.  Lender hereby agrees that Borrower shall be
permitted to secure financings and grant liens securing purchase money
indebtedness incurred to enable Borrower to acquire Equipment in the ordinary 


 


8

















 


course
of its business; provided, however, that no such lien shall extend to or cover
any other Collateral.   Lender agrees to
subordinate its lien on Equipment to such other liens in order to facilitate
such financings; provided, however, the terms of such financings shall be
commercially reasonable.”


 


37.           The Loan Agreement is hereby amended
by appending the below following Section 8.21 of the Loan Agreement:


 


“8.22  Access.  Lender shall permit any lender providing
financing to Borrower secured by Borrower’s Accounts to enter any premises of
Borrower where any Documents directly related to such Accounts are located for
the 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 to
such terms in the UCC.”


 


38.           Exhibit A of the Loan Agreement
is hereby amended and restated as follows:


 


“EXHIBIT “A”


 


LEGAL
DESCRIPTION


 


The
land referred to is situated in the County of Los Angeles, City of Culver City,
State of California, and is described as follows:


 


PARCEL
1:


 


LOTS
9 TO 14 INCLUSIVE IN BLOCK 13 OF TRACT 2444, IN THE CITY OF CULVER CITY, IN THE
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24
PAGES 5 TO 7, INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.


 


EXCEPT
FROM LOT 14, ALL OIL, GAS, MINERALS, HYDROCARBONS AND /OR ASSOCIATED SUBSTANCES
IN OR UNDER SAID LOT BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF, BUT
WITHOUT THE RIGHT TO ENTER UPON THE SURFACE OF THE TOP 500 FEET OF THE
SUBSURFACE OF SAID LOT, AS RESERVED BY ELLA B. OLESON, A WIDOW, IN THE DEED
RECORDED FEBRUARY 1, 1963 IN BOOK D-1906 PAGE 919 OFFICIAL RECORDS.


 


PARCEL
2:


 


THE
SOUTHWESTERLY 5 FEET OF THOSE PORTIONS OF THE ALLEY WAY 10.00 FEET IN WIDTH
WITHIN BLOCK 13 OF TRACT NO. 2444, IN THE CITY OF CULVER CITY, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 5 TO 7,
INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS
VACATED AND MORE PARTICULARLY DESCRIBED 


 


9

















 


IN
RESOLUTION NO. 145, AS RECORDED ON MARCH 25, 2009 UNDER RECORDER’S SERIAL
NUMBER 20090425288, RESOLUTION NO. 617, AS RECORDED ON MARCH 25, 2009
UNDER RECORDER’S SERIAL NUMBER 20090425285; RESOLUTION NO. 6484, RECORDED UNDER
RECORDER’S SERIAL NUMBER 20090425286 AND RESOLUTION NO. 6485, RECORDED UNDER
RECORDER’S SERIAL NUMBER 20090425287, RECORDED IN SAID RECORDER’S OFFICE,
DESCRIBED AS FOLLOWS:


 


BEGINNING
AT THE MOST EASTERLY CORNER OF LOT 14 IN BLOCK 13 OF SAID TRACT NO. 2444, AS
PER SAID MAP RECORDED IN BOOK 24 PAGES 5 TO 7, INCLUSIVE OF MAPS, IN SAID
RECORDER’S OFFICE;  THENCE ALONG THE
NORTHEASTERLY LINES OF LOTS 14, 13, 12, 11, 10, AND 9,   N32 DEGREES 39’10”W  304.34 FEET TO THE MOST NORTHERLY CORNER OF
SAID LOT 9;  THENCE PERPENDICULAR TO LAST
SAID LINE N57 DEGREES 20’50”E  5.00 FEET
TO THE CENTERLINE OF SAID ALLEY WAY; 
THENCE ALONG SAID CENTERLINE S32 DEGREES 39’10”E  304.34 FEET TO A POINT LYING ON A LINE
PERPENDICULAR TO SAID NORTHEASTERLY LINE OF SAID LOT 14 AND PASSING THROUGH
SAID POINT OF BEGINNING;  THENCE ALONG
SAID PERPENDICULAR LINE S57 DEGREES 20’50”W 
5.00 FEET TO SAID POINT OF BEGINNING.


 


APN:
4207-002-027 (TAX MAP CURRENTLY NOT UPDATED TO REFLECT NEW ALLEY VACATION).”


 


39.           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).


 


40.           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.


 


41.           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.


 


42.           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.


 


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43.           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]


 


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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/
  Stanley Otake

  
	
   

  	
   

  	
  Name:

  	
  Stanley
  Otake

  
	
   

  	
   

  	
  Its:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “LENDER”

  
	
   

  	
   

  
	
   

  	
  JHA EAST 7, LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Phyllis Z. Cutler

  
	
   

  	
   

  	
  Name:

  	
  Phyllis
  Z. Cutler

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Representative

  



 


 


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