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