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 Line of Credit Note is payable at the Interest Rate provided in
the Credit Agreement, or, under the circumstances provided for in the Credit
Agreement, at the Default Rate, in immediately available United States Dollars
at the times and in the manner specified in the Credit Agreement. Each Borrower
acknowledges that (a) Lender is authorized under the Credit Agreement to charge
the $35,000,000 Non-Revolving Line of Credit Loan with the amount of any unpaid
Obligations of Borrowers to Lender, (b) the principal amount of the $35,000,000
Non-Revolving Line of Credit Note will be increased by such amounts, and (c) the
principal, as so increased, will bear interest as provided for herein and in the
Credit Agreement. Payments received by Lender shall be applied against principal
and interest as provided for in the Credit Agreement.
To the fullest extent permitted by applicable law, Borrowers waive, except
to the extent specifically required by the Credit Agreement or other Loan
Documents: (i) presentment, demand and protest, and notice of presentment,
dishonor, intent to accelerate, acceleration, protest, default, nonpayment,
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maturity, release, compromise, settlement, extension or renewal of any or all of
the Obligations, the Loan Documents or this $35,000,000 Non-Revolving Line of
Credit Note; (ii) all rights to notice and a hearing prior to Lender's taking
possession or control of, or to Lender's replevin, attachment or levy upon, the
Collateral or any bond or security that might be required by any court prior to
allowing Lender to exercise any of its remedies; and (iii) the benefit of all
valuation, appraisal and exemption laws.
Borrowers each acknowledge that this $35,000,000 Non-Revolving Line of
Credit Note is executed as part of a commercial transaction and that the
proceeds of this $35,000,000 Non-Revolving Line of Credit Note will not be used
for any personal or consumer purpose.
Upon the occurrence of any one or more of the Events of Default specified
in the Credit Agreement, all amounts then remaining unpaid on this $35,000,000
Non-Revolving Line of Credit Note shall become, or may be declared to be,
immediately due and payable, to the extent provided for in the Credit Agreement.
This $35,000,000 Non-Revolving Line of Credit Note shall not be deemed to
have been delivered until it is received by Lender in Las Vegas, Nevada.
EACH BORROWER ACKNOWLEDGES THAT IT HAS WAIVED ITS RIGHT TO TRIAL BY JURY IN
ANY ACTION OR PROCEEDING ON THIS $35,000,000 NON-REVOLVING LINE OF CREDIT NOTE.
THIS $35,000,000 NON-REVOLVING LINE OF CREDIT NOTE IS GOVERNED BY THE LAWS OF
THE STATE OF NEVADA WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.
BORROWERS:
INTEGRATED HEALTHCARE HOLDINGS, INC.,
a Nevada corporation,
By: /s/ Larry B. Anderson
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Larry B. Anderson, President
WMC-SA, INC., a California corporation,
By: /s/ Larry B. Anderson
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Larry B. Anderson, President
[SIGNATURES CONTINUED ON NEXT PAGE]
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BORROWERS (continued):
WMC-A, INC., a California corporation,
By: /s/ Larry B. Anderson
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Larry B. Anderson, President
CHAPMAN MEDICAL CENTER, INC.,
a California corporation,
By: /s/ Larry B. Anderson
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Larry B. Anderson, President
COASTAL COMMUNITIES HOSPITAL, INC.,
a California corporation,
By: /s/ Larry B. Anderson
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Larry B. Anderson, President
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