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EXHIBIT 10.11.2
MEDICAL CAPITAL
Medical Provider Financial Corporation III
June 20, 2008
VIA U.S. MAIL AND EMAIL
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Integrated Healthcare Holdings, Inc.
1301 North Tustin Avenue
Santa Ana, California 92705
Attn: Bruce Mogel, President/CEO
Re: Amendment No. 2 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.
Credit Parties: Pacific Coast Holdings Investment, LLC
West Coact Holdings, LLC,
Ganesha Realty, LLC
Orange County Physicians Investment Network, LLC
Guarantors: West Coast Holdings, LLC
Ganesha Realty, LLC
Orange County Physicians Investment Network, LLC
Lender: Medical Provider Financial Corporation III
Mr. Mogel:
Reference is made to the $50 Million Revolving Credit Agreement dated
October 9, 2007, as first amended on June 10, 2008 (together, the "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.
In connection with the preparation of Borrower's annual reports
management requested a clarification concerning that the effect the definition
of Material Adverse Effect in the Credit Agreement constitutes a subjective
acceleration provision which could require the accountants to treat the
Revolving Facility as a short-term obligation rather than a long-term
obligation, Borrowers have requested that Lender revise the definition of
Material Adverse Effect. Lender has considered Borrower's request and is
prepared to amend the Credit Agreement as follows:
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1. The definition of Material Adverse Effect, set forth in Annex B to
the Credit Agreement, is hereby deleted in its entirety and replaced with the
following new definition of Material Adverse Effect:
"MATERIAL ADVERSE EFFECT" means any result, occurrence, fact, change,
event or effect (whether or not constituting a breach of a
representation, warranty or covenant set forth in this Agreement),
that, individually or in the aggregate with any such other results,
occurrences, facts, changes, events or effects, is or would reasonably
be expected to be adverse to any Borrower's or any Credit Party's or
any Guarantor's historical or near- term or long-term projected (a)
business, (b) operations, (c) assets, (d) liabilities, (e) financial
condition, or (f) results of operations (including but not limited to
EBITDA or cash flow), in each case, of any Borrower or any Credit Party
or any Guarantor taken as a whole, and any one or more of said results,
occurrences, facts, changes, events or effects directly or indirectly
(i) impairs or causes the impairment of the physical condition of any
Collateral, or (ii) impairs or causes the impairment of the value of
any Collateral, or (iii) impairs or challenges, or causes the
impairment or challenge, of any Borrower's or any Credit Party's or any
Guarantor's right to own any Collateral, or (iv) causes any Borrower or
any Credit Party or any Guarantor, taken as a whole, to suffer a
reduction in annual net income during any fiscal year greater than
$12,000,000, or (v) would with the passage of time or giving of notice,
or both, result in or cause a Default or Event of Default.
2. 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. 2 to $50 Million Credit Agreement, this Amendment No. 2 to
Credit Agreement shall govern and prevail.
If Borrowers, Credit Parties and Guarantors 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 Thursday, July 3, 2008. Upon receipt of this
letter agreement, without changes or modifications of any kind, executed and
dated by each Borrower, each Credit Party and each Guarantor, the same shall
constitute and shall hereinafter be referred to as "Amendment No. 2 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)
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BORROWERS:
INTEGRATED HEALTHCARE HOLDINGS,
INC., a Nevada corporation,
By: /s/ Bruce Mogel Date of Execution: 6/20/08
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Bruce Mogel, President/CEO
WMC-A, INC., a California corporation,
By: /s/ Bruce Mogel Date of Execution: 6/20/08
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Bruce Mogel, President/CEO
WMC-SA, INC., a California corporation,
By: /s/ Bruce Mogel Date of Execution: 6/20/08
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Bruce Mogel, President/CEO
COASTAL COMMUNITIES
HOSPITAL, INC., a California corporation,
By: /s/ Bruce Mogel Date of Execution: 6/20/08
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Bruce Mogel, President/CEO
CHAPMAN MEDICAL CENTER, INC.,
a California corporation,
By: /s/ Bruce Mogel Date of Execution: 6/20/08
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Bruce Mogel, President/CEO
CREDIT PARTIES:
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PACIFIC COAST HOLDINGS INVESTMENT, LLC,
a California limited liability company,
By: Date of Execution:
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By: Date of Execution:
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[SIGNATURE PAGES CONTINUE]
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WEST COAST HOLDINGS, LLC
a California limited liability company,
By: Date of Execution:
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GANESHA REALTY, LLC, a
California limited liability company,
By: Date of Execution:
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ORANGE COUNTY PHYSICIANS INVESTMENT
NETWORK, LLC, a Nevada limited liability company,
By: Date of Execution:
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GUARANTORS:
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WEST COAST HOLDINGS, LLC,
a California limited liability company,
By: Date of Execution:
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PACIFIC COAST HOLDINGS INVESTMENT, LLC
a California limited liability company,
By: Date of Execution:
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ORANGE COUNTY PHYSICIANS INVESTMENT
NETWORK, LLC, a Nevada limited liability company,
By: Date of Execution:
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