SECOND AMENDMENT TO LOAN AGREEMENT

THIS SECOND AMENDMENT TO LOAN AGREEMENT (Amended and Restated) (this “Amendment”) is made as of December 31, 2008 (the “Effective Date”), by and between FRETUS INVESTORS EL PASO LP, a Delaware limited partnership (together with its successors and assigns, the “Borrower”), and CAPMARK BANK, a Utah industrial bank (together with its successors and assigns, “Lender”).

A.           Borrower and other borrower parties obtained forty-eight (48) loans from Lender in the aggregate principal sum of $90,000,000.00, as evidenced and governed by that certain Loan Agreement dated August 31, 2005 (the “Original Loan Agreement”).

B.           Borrower and the other borrower parties subsequently requested that the loans evidenced and governed by the Original Loan Agreement be consolidated into two (2) loans and increased to an aggregate of $140,000,000.00, with one note for $132,000,000.00 and the second for $8,000,000.00, and Lender agreed to such consolidation and increase upon certain conditions which were set forth in that certain Amended and Restated Loan Agreement dated February 28, 2007, which was subsequently amended by that certain First Amendment to Amended and Restated Loan Agreement dated as of April 25, 2008, which, among other things, served to reduce the outstanding principal balance under the $132,000,000 loan to $16,800,000 (as amended, the “Loan Agreement”).

C.           Concurrently herewith the outstanding principal balance due under the Loan Agreement is being further reduced and all of the borrower parties, other than Borrower, have been requested to be released from further liability under the Loan Agreement.

D.           Borrower, as the sole remaining Borrower under the Loan Agreement, has requested, and Lender has agreed, to revise such Loan Agreement from and after the Effective Date on the terms and conditions hereinafter set forth.

NOW, THEREFORE , in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the sufficiency of which is hereby acknowledged, it is hereby agreed as follows:

1.            Release of Certain Borrowers and Facilities from Agreement .   Upon receipt of a principal reduction in connection with this Amendment in the amount of $12,511,104.60, resulting in an outstanding balance of $4,350,000, Lender shall release the specific Borrowers listed on Schedule A (the “Released Borrowers”), attached hereto and incorporated herein by reference, from the Loan Agreement and other documents relating to the Loan Agreement.  Upon

such release, the Loan Agreement shall be automatically amended so that the term “Borrowers” or “Borrower” shall refer only to Fretus Investors El Paso LLC (Cielo Vista Facility).

All Mortgages or Deeds of Trust and Security Agreements made by the Released Borrowers shall be referred to as the “Released Mortgages”.   Upon such release, all obligations under this Loan Agreement and the Loan Documents related to the Released Borrowers and the Released Mortgages shall be deemed fully satisfied and the properties encumbered shall be fully released from the liens created by the Released Mortgages and Loan Documents.  Lender agrees upon request to execute and/or to authorize the Released Borrowers to record and/or file such documents as may be necessary to evidence the release provided for herein.

2.            Certain Defined Terms .  Section 1.1 of the Loan Agreement is hereby amended by adding the following definitions and defined terms:

“Actual Management Fees” means actual management fees paid or incurred in connection with operation of the Facility.

“Assumed Management Fees” means assumed management fees of five percent (5%) of net patient revenues of the Facility (after Medicaid and Medicare contractual adjustments, if any).

“Debt Service Coverage Ratio” means a ratio in whic