Exhibit 10.8


 


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 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 (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 5.27.”


 


3.             The definition of “Adjacent Real Property
Access Lease” in the Loan Agreement is hereby amended and restated as follows:


 


“Adjacent
Property Access Lease:  Means that certain Adjacent Property Access
Lease and easement agreement to be entered into between Borrower and Lender as
a condition to Lender’s exercise of the Option, and which shall contain the
items described in Section 1.5(c) hereof.”


 


4.             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.”


 


5.             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).”


 


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


 


“Collateral:  All Equipment; all of Borrower’s Documents,
Negotiable Instruments, contract rights (including any rights under any
development agreement) and General Intangibles 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; the JHA Collateral Accounts; 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 (i) any personal property
or trade fixtures notwithstanding the manner of annexation, including, without
limitation, any oxygen tanks, surgical lights, and generators, and (ii) (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, in
each case 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 Uniform Commercial Code.”


 


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 Emergency Room Account, 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 5.27.”


 


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


 


2

















 


“Option Period:  Means the period commencing on (a) in
the event Borrower is able to obtain the Emergency Room Permits prior to
the Maturity Date, the date that Lender receives written notice from Borrower that
Borrower has obtained the Emergency Room Permits, or (b) in the event
Borrower is unable to obtain the Emergency Room Permits prior to the
Maturity Date, the Maturity Date, and ending on (A) in the event Borrower
is able to obtain the Emergency Room Permits prior to the Maturity Date,
the date which is the later to occur of (i) twelve (12) months after
Lender’s receipt of such written notice from Borrower, and (ii) twenty-four
(24) months after the Closing Date, or (B) in the event Borrower is unable
to obtain the Emergency Room Permits prior to the Maturity Date, the date
which is twelve (12) months after the Maturity Date.  If Lender desires to exercise the Option,
then Lender must exercise the Option prior to the expiration of the Option
Period, provided, however, if an appeal (an “Appeal”)
is pending challenging the Bankruptcy Court Order at the expiration of the
Option Period, then the Option Period shall be extended to the date which is
ninety (90) days following dismissal of the Appeal; provided, further, if
Borrower wrongfully interferes with a foreclosure of the Deed of Trust
following an Event of Default (as defined in the Deed of Trust), then the
Option Period shall be extended by the period of delay resulting from such
wrongful interference.”


 


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


 


“Title Company:  Means Old Republic Title Company.”


 


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:


 


3

















 


“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
(which shall be paid at Closing from the Loan proceeds).”


 


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:


 


“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 5.17 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 


 


4

















 


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 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.”


 


21.           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 


 


5

















 


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.”


 


22.           Section 5.19 of the Loan Agreement
is hereby amended and restated as follows:


 


“Emergency Room 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 Funding End
Date, Borrower shall deposit the Emergency Room Contribution into the
Emergency Room Account.  From and
after commencement of construction of the Emergency Room Facility,
Borrower shall be entitled to a release of proceeds in the Emergency Room Account
which proceeds shall be used only to pay invoices covering the cost of
construction of the Emergency Room Facility which are then due and payable
or which have previously been paid by Borrower, in an amount equal to the
amount of the invoices to be paid or which have previously been paid by
Borrower multiplied by a fraction, the numerator of which is the balance then
outstanding in the Emergency Room Account and the denominator of which is
the contract price under the construction contract covering construction of the
Emergency Room Facility, and in accordance with disbursement procedures
reasonably acceptable to Borrower, the construction loan lender and Lender.  Lender hereby covenants and agrees that in
connection therewith, Lender shall, pursuant to the terms of the “control
agreement” applicable to such account, promptly and without delay request that
such proceeds be delivered to Borrower. 
Notwithstanding anything to the contrary contained in this Agreement,
upon the occurrence of any of the events described in clause (iii) of
the definition of Funding End Date, and so long as no Event of Default has
occurred and is continuing at the time of the occurrence of any such event,
Lender shall promptly cause all of the funds in the Emergency Room Account
to be released to Borrower. 
Notwithstanding anything to the contrary contained in this Agreement,
upon the occurrence of any of the events described in clause (iv) of
the definition of Funding End Date, and provided that Borrower has repaid the
Loan on the Maturity Date, Lender shall promptly cause all of the funds in the
Emergency Room Account to be released to Borrower.”


 


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


 


“5.21      Release of Emergency Room Account.  At such time as Borrower receives a
certificate of occupancy for use of the new Emergency Room Facility and
the old emergency room facility has been closed, Borrower shall be entitled to
the return of any monies remaining in the Emergency Room Account.  At such time Lender shall pay to Borrower the
additional sum of One Million Dollars ($1,000,000) to offset the soft and
hard costs of design and construction of the new Emergency Room Facility
to the extent the monies in the Emergency 


 


6

















 


Room Account were insufficient to pay all of said costs,
including, without limitation, costs associated with financing the construction
of the Emergency Room Facility.”


 


24.           Section 5.25 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) 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 5.25
or to confirm that Borrower’s representations and warranties regarding ERISA remain
true.”


 


25.           The Loan Agreement is hereby amended by
appending the below following Section 5.26 of the Loan Agreement:


 


“5.27       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 


 


7

















 


(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; 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.           The final sentence of Section 8.6 of
the Loan Agreement is hereby amended and restated as follows:


 


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


 


31.           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.”


 


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


 


8

















 


“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.”


 


33.           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.  Notwithstanding anything
in the Loan Documents to the contrary, Lender shall subordinate all of its
rights and interests to the Emergency Room Account pursuant to the terms
of a subordination agreement to be entered into by Borrower and any lender
providing financing to Borrower for purposes of design and construction of the
Emergency Room Facility; provided, however, that Lender shall have the
right to approve such financing, which approval shall not be unreasonably
denied or withheld.”


 


34.           The Loan Agreement is hereby amended by
appending the below following Section 8.20 of the Loan Agreement:


 


“8.21  Equipment Financings.  Lender hereby agrees that Borrower shall be
permitted to secure financings and grant liens securing purchase money


 


9

















 


indebtedness incurred to enable Borrower to acquire Equipment in the
ordinary 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.


 


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.”


 


35.           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).


 


36.           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.


 


37.           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.


 


38.           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.


 


39.           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]


 


10

















 


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

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “LENDER”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JHA WEST 16, LLC,

  
	
   

  	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  JHA
  Geriatric Services, Inc., a California corporation

  
	
   

  	
   

  	
  Its:

  	
  Sole
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  M. M. Forrest

  
	
   

  	
   

  	
   

  	
  Name:

  	
  M.
  M. Forrest

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Executive Officer and President

  



 


 


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