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EXECUTION
EXHIBIT 99.3
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$35,000,000 NON-REVOLVING LINE OF CREDIT NOTE
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($80 MILLION CREDIT AGREEMENT)
$35,000,000.00
October 9, 2007
Las Vegas, Nevada
FOR
VALUE RECEIVED, the receipt and sufficiency of which are hereby
acknowledged, 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"), and COASTAL COMMUNITIES HOSPITAL, INC., a
California
corporation ("COASTAL") (IHHI, WMC-SA, WMC-A, Chapman and Coastal
are
hereinafter together referred to as the "BORROWERS"), hereby
jointly and
severally promise to pay to the order of MEDICAL PROVIDER FINANCIAL
CORPORATION
II, a Nevada corporation ("LENDER"), the principal amount of THIRTY
FIVE MILLION
AND NO/100 DOLLARS ($35,000,000.00) ("$35,000,000 NON-REVOLVING
LINE OF CREDIT
LOAN") or such lesser amount as may be loaned by Lender from time
to time and be
outstanding, together with interest on the unpaid balance of such
amount from
the date of the initial advance until paid. This "$35,000,000
NON-REVOLVING LINE
OF CREDIT NOTE" is the $35,000,000 Non-Revolving Line of Credit
Note issued
under the Credit Agreement ($80,000,000 Facility) by and among
Borrowers, the
Credit Parties named therein, and Lender of even date herewith
(said agreement,
as the same may be amended, restated or supplemented from time to
time, being
herein called the "CREDIT AGREEMENT") to which a reference is made
for a
statement of all of the terms and conditions of the $35,000,000
Non-Revolving
Line of Credit Loan evidenced hereby, which such terms and
conditions are hereby
incorporated by reference. Initially capitalized terms not defined
in this
$35,000,000 Non-Revolving Line of Credit Note shall have the
respective meanings
assigned to them in the Credit Agreement. This $35,000,000
Non-Revolving Line of
Credit Note is secured by, among other things, the Collateral
Documents
referenced in the Credit Agreement, the other Loan Documents
referenced therein,
and is entitled to the benefit of the rights, remedies and security
provided
thereby.
Interest on the outstanding principal balance under this
$35,000,000
Non-Revolving Lin