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EXHIBIT 10.6
AMENDMENT NO. 1 TO CREDIT AGREEMENT
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($80,000,000 FACILITY DATED OCTOBER 9, 2007)
This AMENDMENT NO.
1 TO CREDIT AGREEMENT (this "AMENDMENT NO. 1"),
dated as of April 2, 2009 ("EFFECTIVE DATE"), is made by and among
INTEGRATED
HEALTHCARE HOLDINGS, INC., a Nevada corporation ("IHHI"), WMC-SA,
INC., a
California corporation ("WMC-SA"), WMC-A, INC., a California
corporation
("WMC-A"), CHAPMAN MEDICAL CENTER, INC., a California corporation
("CHAPMAN"),
COASTAL COMMUNITIES HOSPITAL, INC., a California corporation
("COASTAL"),
PACIFIC COAST HOLDINGS INVESTMENT, LLC, a California limited
liability company
("PCHI"), ORANGE COUNTY PHYSICIANS INVESTMENT NETWORK, LLC, a
Nevada limited
liability company ("OC-PIN"), GANESHA REALTY, LLC, a California
limited
liability company ("GANESHA"), WEST COAST HOLDINGS, LLC, a
California limited
liability company ("WEST COAST"), and MEDICAL PROVIDER FINANCIAL
CORPORATION II,
a Nevada corporation ("LENDER"). IHHI, WMC-SA, WMC-A, Chapman and
Coastal are
sometimes collectively referred to herein as "BORROWERS"; PCHI,
Ganesha, and
West Coast are hereinafter together sometimes referred to as the
"CREDIT
PARTIES"; and PCHI and OC-PIN are hereinafter together sometimes
referred to as
the "GUARANTORS." This Amendment No. 1 amends that certain Credit
Agreement
($80,000,000 Loan Facility) dated as of October 9, 2007 ("$80
MILLION CREDIT
AGREEMENT") by and between Lender, Borrowers, the Credit Parties
and the
Guarantors.
RECITALS
A. Lender,
Borrowers, and the Credit Parties are parties to the $80
Million Credit Agreement; Lender, West Coast and OC-PIN are parties
to that
certain Guaranty Agreement dated October 9, 2007 ("GUARANTY"); and
Lender, West
Coast, Ganasha and IHHI are parties to that certain Pledge
Agreement dated
October 9, 2007 ("PLEDGE AGREEMENT"). The $80 Million Credit
Agreement, the
Guaranty and the Pledge Agreement, and each of the other documents
and
instruments executed in connection with the $80 Million Credit
Agreement, are
hereinafter collectively referred to as the "$80 MILLION LOAN
DOCUMENTS."
Capitalized terms not defined in this Amendment No. 1 shall have
the same
meaning as set forth in the $80 Million Credit Agreement. Pursuant
to the $80
Million Credit Agreement, Lender extended to Borrowers a
$45,000,000 real estate
term loan ("$45,000,000 REAL ESTATE TERM LOAN") and a $35,000,000
non-revolving
line of credit loan ("$35,000,000 NON-REVOLVING LINE OF CREDIT
LOAN"). The
$45,000,000 Real Estate Term Loan and the $35,000,000 Non-Revolving
Line of
Credit Loan are hereinafter together referred to as the "$80
MILLION LOANS."
B. Separately:
1
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1. Medical Provider Financial Corporation III, a Nevada
corporation and an affiliate of Lender ("MPFC III"), Borrowers, the
Credit
Parties and certain other persons and entities named therein are
parties to that
certain Credit Agreement ($10.7 Million Facility) dated as of
October 9, 2007
("NEW $10.7 MILLION CREDIT AGREEMENT"), pursuant to which MPFC III
agreed to and
did make a $10,700,000 convertible term loan ("$10.7 MILLION
CONVERTIBLE TERM
LOAN") to the Borrowers. Repayment of the $10.7 Million Loan is
evidenced by
that certain $10,700,000 promissory note dated as of October 9,
2007 (the "$10.7
MILLION CONVERTIBLE NOTE"). The New $10.7 Million Credit Agreement,
the $10.7
Million Convertible Term Note and all other agreements, documents,
and
instruments evidencing and/or securing the payment or performance
of the $10.7
Million Convertible Term Loan are hereinafter collectively
sometimes referred to
as the "NEW $10.7 MILLION LOAN DOCUMENTS."
2. Lender, MPFC III, Borrowers and certain other persons and
entities named therein are parties to that certain Early Loan
Payoff Agreement
dated as of July 18, 2008 as first amended on January 30, 2009
(together the
"EARLY LOAN PAYOFF AGREEMENT"). Pursuant to the Early Loan Payoff
Agreement,
among other things, Borrowers requested, and Lender agreed, to
grant Borrowers
the right and option to extend the Maturity Date of the $80 Million
Credit
Agreement upon the occurrence of certain events.
C. Pursuant to
this Amendment No. 1, the undersigned intend to amend
the $80 Million Credit Agreement as set forth below.
AGREEMENT
NOW, THEREFORE, in
consideration of the premises and the mutual
covenants hereinafter contained, and for other good and valuable
consideration,
the parties hereto agree as follows:
1. RECITALS. The
foregoing Recitals are incorporated by reference as if
fully set forth herein.
2. AMENDMENTS TO
$80 MILLION CREDIT AGREEMENT. The $80 Million Credit
Agreement is hereby amended to provide as follows:
(i) INTEREST RATE. Annex A to the $80 Million Credit Agreement
is hereby amended by deleting the definition of Interest Rate set
forth therein
and replac
