FIRST AMENDMENT TO
ASSET SALE AGREEMENT
This First Amendment to Asset Sale Agreement (this "Amendment") is made
and entered into effective as of January 28, 2005 (the "Amendment Effective
Date") by and among AHM CGH, Inc., a California corporation ("AHM"), Health
Resources Corporation of America - California, a Delaware corporation ("HRC" ),
SHL/O Corp., a Delaware corporation ("SHL/O") and UWMC Hospital Corporation, a
California corporation ("UWMC") (AHM, HRC, SHL/O and UWMC are collectively
referred to herein as "Seller") and Integrated Healthcare Holdings, Inc., a
Nevada corporation ("Purchaser").
RECITALS
A. Seller and Purchaser entered into that certain Asset Sale Agreement
dated as of September 29, 2004 (the "Agreement") pursuant to which Purchaser
agreed to acquire from Seller substantially all of the assets used in the
operation of the Hospitals.
B. Seller and Purchaser desire to amend the Agreement to substitute Anil
Shah, M.D. for Kali Chaudhuri, M.D. as the provider of a personal guaranty with
respect to the Chapman Medical Center Leases.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises and covenants contained in this Amendment, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. Except to the extent it is specifically indicated
to the contrary in this Amendment, defined terms used in this Amendment shall
have the same meanings ascribed to them in the Agreement.
2. Substitution of Dr. Anil Shah for Dr. Kali Chaudhuri. Section
1.4(b) of the Agreement is hereby deleted, and replaced in its entirety with the
following language:
a. "(b) Personal Guaranty. As an inducement to Seller to
refrain from terminating this Agreement, Anil Shah, M.D. has delivered to
Seller, as of the Amendment Effective Date, a personal guaranty in the form of
Exhibit 1.4-b hereto pursuant to which Dr. Shah will guaranty Purchaser's
indemnification obligation under Section 10.3.1(d) of this Agreement with
respect to the (i) Lease between Chapman Investment Associates, as Lessor, and
Chapman General Hospital, Inc., as Lessee, dated as of December 31, 1984, as
amended or assigned, and (ii) Lease between Jess Watkins, as Trustee under the
Cayuga Land Trust, Lawrence Johnson and James Kirby, as lessors, and Greatwest
Medical Management, Inc., as lesse, dated as of December 31, 1984, as amended or
assigned, both with respect to Chapman Medical Center (the "Chapman Medical
Center Leases")."
b. That portion of Section 12.6 of the Agreement providing for
the delivery of a copy of notice to Integrated Healthcare Holdings c/o Strategic
Global Management is hereby deleted, and replaced in its entirety with the
following language:
"Orange County Physicians Investment Network, LLC
2621 S. Bristol Street, Suite 108
Santa Ana, CA 92704
Attention: Anil V. Shah, Manager
Facsimile (714) 966-0417"
3. Effect on Agreement; General Provisions. Except as set forth in
this Amendment, the terms and provisions of the Agreement are hereby ratified
and declared to be in full force and effect. Except as otherwise expressly set
forth herein, this Amendment shall be governed by the provisions of the
Agreement including with respect to choice of law, disputes, arbitration and
successors and assigns. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Captions and paragraph
headings are used herein for convenience only, are not a part of this Amendment
or the Agreement as amended by this Amendment and shall not be used in
construing either document. Other than the reference to the Agreement contained
in the first recital of this Amendment, each reference to the Agreement and any
agreement contemplated thereby or executed in connection therewith, whether or
not accompanied by reference to this Amendment, shall be deemed a reference to
the Agreement as amended by this Amendment.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
in multiple originals by their authorized officers, effective as of the
Effective Time.
SELLER:
AHM CGH, Inc., a California corporation
By: /s/ Paul O'Neill
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Name: Paul O'Neill
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Its: Authorized Signatory
Health Resources Corporation of America -
California, a Delaware corporation
By:
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Name: /s/ Paul O'Neill
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Its: Authorized Signatory
SHL/O Corp., a Delaware corporation
By: /s/ Paul O'Neill
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Name:
----------------------------------------
Its: Authorized Signatory
UWMC Hospital Corporation, a California
corporation
By: /s/ Paul O'Neill
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Name:
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Its: Authorized Signatory
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PURCHASER:
Integrated Healthcare Holdings, Inc. a California corporation
By: /s/ Larry Anderson
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Name:
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Its: President
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