EXHIBIT 10.8
AMENDMENT TO AMENDED AND RESTATED
TRIPLE NET HOSPITAL BUILDING LEASE
This AMENDMENT TO AMENDED AND RESTATED TRIPLE NET HOSPITAL BUILDING
LEASE (this "AMENDMENT") is made as of March 27, 2009 (the "EFFECTIVE DATE"), by
and between Pacific Coast Holdings Investment, LLC, a California limited
liability company ("LANDLORD"), and Integrated Healthcare Holdings, Inc., a
Nevada corporation ("Tenant"), and does hereby amend that certain AMENDED AND
RESTATED TRIPLE NET HOSPITAL BUILDING LEASE, dated as of September 1, 2007 (the
"LEASE"), between Landlord and Tenant with reference to the following facts:
RECITALS
WHEREAS, Landlord and Tenant are parties to that certain Settlement
Agreement, General Release and Covenant Not to Xxx dated March 25, 2009 (the
"SETTLEMENT AGREEMENT");
WHEREAS, pursuant to Section 14 of the Settlement Agreement, Medical
Provider Financial Corporation II ("MPFCII") has agreed to reduce the interest
rate on Tenant's $45,000,000 Term Note dated October 9, 2007 (the "TERM NOTE")
from interest of 14 % to simple interest of 10.25% (the "DEBT SERVICE
REDUCTION") and to maintain such reduction through the Maturity Date of the Term
Note, including any extension thereof, as defined in the $80,000,000 Credit
Agreement dated October 9, 2007 (the "CREDIT AGREEMENT"), except during such
time as an Event of Default shall have occurred and continues under the Credit
Agreement. The period during which the Debt Service Reduction is in effect is
referred to herein as the "DEBT REDUCTION PERIOD";
WHEREAS, pursuant to Section 14 of the Settlement Agreement, Landlord
has agreed to reduce the rent payable by Tenant under the Lease by an amount
equal to the Debt Service Reduction during the Debt Reduction Period; and
WHEREAS, Landlord and Tenant now wish to amend the Lease to provide for
the foregoing changes.
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant agree as follows:
1. RENT REDUCTION. Beginning on the Effective Date, the Base Rent under
the Lease shall be reduced by an amount equal to the Debt Service Reduction
during the Debt Reduction Period, and Tenant shall be entitled to reduce its
monthly or other periodic payments of the Base Rent by the amount of the Debt
Service Reduction for the applicable period.
2. STATEMENTS; BOOKS AND RECORDS. Within twenty (20) days after the end
of each of its fiscal quarters, Tenant shall deliver to Landlord a statement
(the "RECONCILIATION") containing an accounting reconciliation of the amount of
the Debt Service Reduction for the fiscal quarter then ended, including all
reasonable supporting calculations. Within ninety (90) days following the end of
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each fiscal year of Tenant, Landlord may make an examination, at its own expense
during normal business hours, of the books and records of Tenant to the extent
necessary to verify the amount of the Debt Service Reductions previously
reported by Tenant in its Reconciliations during such fiscal year; PROVIDED,
HOWEVER, that (a) such examination must be at the request of members of Landlord
holding at least two-thirds of its membership interests, and (b) Landlord and
any of its representatives receiving information from such examination must
execute a confidentiality agreement in customary form. If Landlord has any
objections to a Reconciliation prepared by Tenant, Landlord must deliver written
notice of objection to Tenant within one hundred and eighty (180) days following
the end of each fiscal year of Tenant, after which time each Reconciliation
prepared by Tenant during such fiscal year will become conclusively binding on
Landlord and Tenant, and Landlord will no longer have any right to object to it.
3. NO OTHER AMENDMENT. Except as modified herein, the Lease and all of
the terms and provisions thereof shall remain unmodified and in full force and
effect as originally written. In the event of an inconsistency or conflict
between this Amendment and the Lease, in each instance this Amendment to prevail
and govern. All capitalized terms used and not defined herein shall have the
meaning assigned to them in the Lease.
4. COUNTERPARTS. This Amendment may be executed in counterparts, each
of which, when taken together, shall be deemed to be one and the same
instrument.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.
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IN WITNESS WHEREOF, Landlord and Tenant have read and agree to be bound
by the above terms and conditions and have entered into this AMENDMENT TO
AMENDED AND RESTATED TRIPLE NET HOSPITAL BUILDING LEASE as of the Effective Date
set forth above.
LANDLORD:
Pacific Coast Holdings Investment, LLC
By: /s/ XXXXX XXXXXXX. M.D. PCHI CO-MANAGER
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Its: /s/ XXXXXXX X. XXXXXX FOR XXXX X. XXXXXXXXX, CO-MANAGER
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TENANT:
Integrated Healthcare Holdings, Inc.
By: /s/ XXXXXXX X. XXXXXXXXX
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Its: PRESIDENT & CEO
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