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EXHIBIT 10.11.1
MEDICAL CAPITAL
June 10, 2008
VIA U.S. MAIL AND EMAIL
Integrated Healthcare Holdings, Inc.
1301 North Tustin Avenue
Santa Ana, California 92705
Attn: Bruce Mogel, CEO
Re: Amendment No. 1 to $50 Million Revolving Credit Agreement dated
October 9, 2007
Borrowers: Integrated Healthcare Holdings, Inc.
WMC-A, INC.
WMC-SA, INC.
Chapman Medical Center, Inc.
Coastal Communities Hospital, Inc.
Lender: Medical Provider Financial Corporation I
Mr. Mogel:
Reference is made to the $50 Million Revolving Credit Agreement dated
October 9, 2007 ("Credit Agreement") by and between Borrowers and Lender.
Capitalized terms not otherwise defined herein shall have the same meaning as
set forth in the Credit Agreement.
Due to the general decline in economic conditions and other factors,
Borrowers have requested that Lender reduce the Minimum Fixed Charge Coverage
Ratio set forth in Annex A to the Credit Agreement. Lender has considered
Borrower's request and is prepared to amend the Credit Agreement on the
following terms and conditions:
1. Effective January 1, 2008 and ending June 30, 2009 ("Reduction
Period"), the Minimum Fixed Charge Coverage Ratio set forth in
Annex A to the Credit Agreement shall be reduced from 1.0 to
0.4 ("Reduced Coverage Ratio").
2. The reduction of the Minimum Fixed Charge Coverage Ratio for
the Reduction Period shall not be deemed to be nor constitute
a waiver of Borrower's rights, duties or obligations under the
Credit Agreement, and shall not operate or be construed as a
waiver by Lender of any current or future Default or Event of
Default, whether of a like or different nature.
2100 South State College Blvd, Anaheim, California 92806 o
(800) 824-3700 o (714) 935-3100 o FAX (714) 935-3114
Internet: http://www.medlcalcapital.com
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The reduction of the Minimum Fixed Charge Coverage Ratio shall be limited solely
to the express terms and provisions set forth in this amendment. By making a
reduction in the Minimum Fixed Charge Coverage Ratio, Lender does not waive any
breach of any representation or warranty of Borrowers under any Loan Document,
and all of Lender's claims and rights resulting from any such breach or
misrepresentation are specifically reserved.
3. Upon the occurrence and continuation of a Default or Event of
Default under the Credit Agreement or any other Loan Document, the Reduced
Coverage Ratio and the Reduction Period shall each terminate, expire and have no
further force. In said event, the Minimum Fixed Charge Coverage Ratio shall
immediately and without further notice be increased from 0.4 to 1.0.
4. Except as amended hereby, the Credit Agreement shall remain in
force and effect. In the event of any inconsistency between the Credit Agreement
and this Amendment No. 1 to $50 Million Credit Agreement, this Amendment No. 1
to Credit Agreement shall govern and prevail.
If Borrowers and Borrower's Representative agree to the foregoing,
please cause the appropriate person to affix his signature and date where
indicated below and return the original executed version of this letter
agreement to me not later than Friday, May 30, 2008. Upon receipt of this letter
agreement, without changes or modifications of any kind, executed and dated by
each Borrower and the Borrower's Representative, the same shall constitute and
shall hereinafter be referred to as "Amendment No. 1 to $50 Million Credit
Agreement."
Very truly yours,
MEDICAL PROVIDER FINANCIAL CORPORATION I
/s/ Joseph J. Lampariello
Joseph J. Lampariello, President and COO
cc: Pacific Coast Holdings Investments, LLC (via U.S. Mail)
Ganesha Realty, LLC (via U.S. Mail)
West Coast Holdings, LLC (via U.S. Mail)
Orange County Physicians Investment Network, LLC (via U.S. Mail)
[BORROWER'S SIGNATURE PAGE FOLLOWS]
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BORROWERS:
INTEGRATED HEALTHCARE HOLDINGS,
INC., a Nevada corporation,
By: /s/ Bruce Mogel Date of Execution: 6/10/08
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Bruce Mogel, President/CEO
WMC-A, INC., a California corporation,
By: /s/ Bruce Mogel Date of Execution: 6/10/08
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Bruce Mogel, President/CEO
WMC-SA, INC., a California corporation,
By: /s/ Bruce Mogel Date of Execution: 6/10/08
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Bruce Mogel, President/CEO
COASTAL COMMUNITIES
HOSPITAL, INC., a California corporation,
By: /s/ Bruce Mogel Date of Execution: 6/10/08
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Bruce Mogel, President/CEO
CHAPMAN MEDICAL CENTER, INC.,
a California corporation,
By: /s/ Bruce Mogel Date of Execution: 6/10/08
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Bruce Mogel, President/CEO
BORROWER'S REPRESENTATIVE:
BRUCE MOGEL
By: /s/ Bruce Mogel Date of Execution: 6/10/08
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Bruce Mogel