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EXHIBIT 10.5
AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT
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($50,000,000 FACILITY DATED OCTOBER 9, 2007)
This AMENDMENT NO.
1 TO REVOLVING 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 I,
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
Revolving Credit
Agreement ($50,000,000 Facility) dated as of October 9, 2007 ("$50
MILLION
REVOLVING 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 $50
Million Revolving 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 $50 Million Revolving
Credit
Agreement, the Guaranty and the Pledge Agreement, and each of the
other
documents and instruments executed in connection with the $50
Million Revolving
Credit Agreement, are hereinafter collectively referred to as the
"$50 MILLION
REVOLVING LOAN DOCUMENTS." Capitalized terms not defined in this
Amendment No. 1
shall have the same meaning as set forth in the $50 Million
Revolving Credit
Agreement. Pursuant to the $50 Million Revolving Credit Agreement,
Lender
extended to Borrowers a $50,000,000 revolving credit facility
("REVOLVING
FACILITY").
B. Separately:
1. Medical Provider Financial Corporation III, a Nevada
corporation and an affiliated 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
("$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 LOAN") to
the
1
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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
NOTE"). The $10.7 Million Credit Agreement, the $10.7 Million Note
and all other
agreements, documents, and instruments evidencing and/or securing
the payment or
performance of the $10.7 Million Loan are hereinafter collectively
sometimes
referred to as the "$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 $50 Million
Revolving
Credit Agreement upon the occurrence of certain events.
C. Pursuant to
this Amendment No. 1, the undersigned intend to amend
the $50 Million Revolving 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. AMENDMENT TO
$50 MILLION REVOLVING CREDIT AGREEMENT. The $50 Million
Revolving Credit Agreement is hereby amended to provide as
follows:
(i) OPTION TO EXTEND MATURITY DATE. New Article 15 is hereby
