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 theModel C.     3. Per Procedure Payments. In consideration of the Upgrade, effective on the date theModel C becomes operational to perform clinical treatments, Exhibit 1 of the Agreement (PerProcedure 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 beextended by the number of days the Equipment (and the Model C) will not be available for clinicaluse during the Upgrade process. The parties confirm that the Commencement Date (as defined in theAgreement) 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 onDecember 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 andprovisions 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 Amendmentand 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 writtenabove.         **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 perProcedure payment, the number of annual Procedures performed shall be reset to zero (0) at thecommencement of each anniversary of the Commencement Date; (b) for Procedure count purposes, anypatient treatment provided on a fractionated basis shall count as one (1) Procedure; and (c) thereshall be no retroactive adjustment of the per Procedure payment irrespective of whether the numberof 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 MedicalCenter.As used in the Agreement, a “Procedure” shall mean any treatment, whether performed on an inpatientor outpatient basis, that involves stereotactic, external, single fraction, conformal radiation,commonly called radiosurgery, that may include one or more isocenters during the patient treatmentsession, delivered to any site(s) superior to the foramen magnum, that is performed by MedicalCenter or its representatives or affiliates, irrespective of whether the Procedure is performed onthe 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 theright to audit Medical Center’s books and records (including, without limitation, the books andrecords pertaining to any other radiosurgery equipment or devices) to verify the number ofProcedures that have been performed by Medical Center, and Medical Center shall provide GKF withaccess to such books and records; provided that any patient names or identifiers shall notbe disclosed.