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EXHIBIT 10.17
FIRST AMENDMENT
TO
PIONEER HOSPITAL LEASE
The FIRST AMENDMENT TO PIONEER HOSPITAL LEASE (the "First Amendment")
is executed this 15th day of August, by and between AHP of UTAH, INC., a Utah
Corporation, having its principal office at 0000 Xxxxx Xxxxxxx'x Xxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxxxx, Xxxxxxxx 00000, as Landlord ("Landlord") and Xxxxxxxxxx
Pioneer Valley Hospital, Inc., a Utah Corporation, and a wholly subsidiary of
Xxxxxxxxxx Healthcare Corporation, a California Corporation ("PHC") having as
its principal place of business at 000 X. Xxxx Xxx., Xxxxx 0000, Xxxxxxxx,
Xxxxxxxxxx 00000, as Tenant ("Tenant").
RECITALS:
A. Landlord and Tenant have entered into that certain Lease Agreement
(the "Lease") dated as of May 15, 1996, pursuant to which Tenant leases certain
real property utilized in connection with Pioneer Valley Hospital, a general
acute care hospital located in West Valley City, Utah and licensed by the Health
Facility Licensure Bureau to operate 139 beds, and related facilities, including
but not limited to the Property as defined in the Lease.
B. PHC has entered into a merger agreement with Champion Healthcare
corporation, "CHC", pursuant to which CHC will merge with a wholly owned
subsidiary of PHC and CHC becoming a wholly owned subsidiary of PHC (the
"Merger") and as part and parcel to such Merger PHC is refinancing its existing
$250 million dollar credit facility with Bank of America with a new, $400
million dollar credit facility with B of A (as defined below), is offering
approximately 5.0 million shares of PHC for sale to the public, and is issuing
PHC shares to the existing shareholders of CHC.
C. Tenant and Landlord desire to amend the Lease in accordance with the
terms and conditions hereinafter stated.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant hereby agree as follows:
1. DEFINED TERMS. Terms used but not defined herein shall have the
meanings given thereto in the Lease.
2. AMENDMENTS TO LEASE. Section 17(m) of the Lease is hereby deleted in
its entirety and the following is substituted therefor:
"(m) PHC sells or otherwise transfers, directly or indirectly,
and of the capital stock of Tenant except to a Permitted Transferee (as
defined below) or in connection with a Permitted Transaction (as
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defined below) without the prior written consent of Landlord, which
will not be unreasonably withheld. For purposes of this subsection
17(m) "Permitted Transferee" means (i) a transferee with respect to
which Landlord has given its prior written consent, and which has
provided Landlord with a written acknowledgement, in form reasonably
acceptable to Landlord, that any further transfer of the capital stock
which it is acquiring in Tenant will be subject to the provisions of
this subsection 17(m); (ii) any wholly-owned subsidiary of PHC which
provides to Landlord the written acknowledgement described in clause
(i) above; and (iii) B of A and the other lenders ("B of A") providing
credit to PHC pursuant to a Credit Agreement dated as of August 16,
1996, as such Credit Agreement may hereafter be modified or amended in
accordance with its terms (the "New Credit Agreement"), to the extent
that such shares of capital stock in Tenant are pledged by PHC to B of
A and such lenders pursuant to such Credit Agreement."
3. PERMITTED TRANSACTION. Landlord hereby consents to the pledge by PHC
of all of the capital stock of Tenant to B of A, for itself and as agent and
representative of the other lenders under the New Credit Agreement, to secure
the performance by PHC of its obligations under the New Credit Agreement (a
"Permitted Transaction").
4. RATIFICATION OF LEASE. Except as expressly modified herein, the
Lease is hereby ratified and confirmed by Landlord and Tenant in accordance with
its terms.
IN WITNESS WHEREOF, the parties have executed this First Amendment to
Pioneer Hospital Lease as of the day and year first above written.
Xxxxxxxxxx Pioneer Valley Hospital, Inc.
By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx,
Vice President
AHP of Utah, Inc.
By: /s/ XXXXXX X. XXXXXXX
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Vice President
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