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
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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
added to the $50 Million Revolving Credit Agreement:
XV. OPTION TO EXTEND MATURITY DATE. Notwithstanding anything in the $50
Million Revolving Credit Agreement to the contrary, on condition that
Borrowers under the $10.7 Million Credit Agreement pay in full the
unpaid principal balance due and owing under the $10.7 Million Loan
("$10.7 MILLION BALANCE Due") no later than January 30, 2010, Lender
under the $50 Million Revolving Credit Agreement hereby grants
Borrowers under the $50 Million Revolving Credit Agreement the option
("OPTION TO EXTEND") to extend the Maturity Date of the Revolving
Facility from October 8, 2010 to October 8, 2011 ("EXTENDED MATURITY
DATE"). Borrowers may exercise the Option to Extend, if at all, by
delivery of unequivocal written notice thereof ("NOTICE OF EXERCISE")
to Lender under the $50 Million Revolving Credit Agreement after
payment of the $10.7 Million Balance Due in immediately available funds
and not later than July 8, 2010 ("EXERCISE DATE"). The Notice of
Exercise must be accompanied by the written agreement and consent of
all Persons (other than Lender) named in the $50 Million Revolving
Credit Agreement (e.g., Credit Parties, Guarantors, etc.), if any,
whose consent and agreement is necessary or required in order for said
Borrower to exercise the Option to Extend. If said Borrower fails to
timely exercise the Option to Extend, then the Option to Extend shall
terminate, expire and have no further force or effect. All references
to Maturity Date shall mean and include the Extended Maturity Date.
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3. REAFFIRMATION OF $50 MILLION REVOLVING LOAN DOCUMENTS; CONFIRMATION
OF GUARANTIES; UNCONDITIONAL OBLIGATIONS; WAIVERS. Each of the Borrowers, each
of the Credit Parties, and each of the Guarantors hereby reaffirms, remakes and
confirms each of their respective representations and warranties made in each of
the $50 Million Revolving Loan Documents. In addition, each of the Guarantors
reaffirms and remakes each of their obligations under its Guaranty and reaffirms
and restates each and every term, condition, and provision of its Guaranty. In
addition, each Guarantor hereby agrees that its obligations under its Guaranty
shall be unconditional, irrespective of (a) the absence of any attempt to
collect the Revolving Facility from Borrowers or any other Guarantor or other
action to enforce the same, (b) the waiver or consent by Lender with respect to
any provision of any of the $50 Million Revolving Loan Documents or any other
agreement now or hereafter executed by Borrower and delivered to Lender. Each
Guarantor further reaffirms that its obligations under its Guaranty are primary
and are separate and distinct from Borrower's obligations. Each Guarantor
further represents and warrants that it has no defenses or claims against Lender
that would or might affect the enforceability of its Guaranty and that its
Guaranty remains in full force and effect. Each Guarantor irrevocably and
permanently waives any and all rights of subrogation, reimbursement, indemnity,
contribution or any other claim arising from the existence of performance of its
Guaranty which each Guarantor may now or hereafter have against Borrowers or any
other person or entity (or their respective properties) directly or contingently
liable for said obligations.
4. ADVICE OF LEGAL COUNSEL. Each Borrower, each Credit Party and each
Guarantor represents, warrants and covenants that it has consulted with and
received advice from its own legal counsel, that it has read this Amendment No.
1 and/or that its legal counsel has explained the contents of this Amendment No.
1, that it understands the terms and conditions of this Amendment No. 1, that it
understands the legal consequences of executing this Amendment No. 1, and agrees
to execute the same.
5. $50 MILLION REVOLVING CREDIT AGREEMENT TO REMAIN IN FORCE AND
EFFECT. Except as amended by this Amendment No. 1, the $50 Million Revolving
Credit Agreement shall remain in full force and effect according to its terms.
In the event of an inconsistency or conflict between this Amendment No. 1 and
the $50 Million Revolving Credit Agreement, in each instance this Amendment No.
1 to prevail and govern.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Amendment No. 1 to the $50 Million Revolving
Credit Agreement has been duly executed as of the date first written above.
BORROWERS:
INTEGRATED HEALTHCARE HOLDINGS, INC., a
Nevada corporation,
By: /s/ KENNETH K. WESTBROOK
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Name: KENNETH K. WESTBROOK
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Title: CEO & PRESIDENT
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WMC-SA, INC., a California corporation,
By: /s/ KENNETH K. WESTBROOK
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Name: KENNETH K. WESTBROOK
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Title: CEO
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WMC-A, INC., a California corporation,
By: /s/ KENNETH K. WESTBROOK
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Name: KENNETH K. WESTBROOK
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Title: CEO
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COASTAL COMMUNITIES HOSPITAL, INC., a
California corporation,
By: /s/ KENNETH K. WESTBROOK
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Name: KENNETH K. WESTBROOK
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Title: CEO
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CHAPMAN MEDICAL CENTER, INC., a California
corporation,
By: /s/ KENNETH K. WESTBROO
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Name: KENNETH K. WESTBROOK
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Title: CEO
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[SIGNATURE PAGE CONTINUES]
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GUARANTORS AND CREDIT PARTIES:
PACIFIC COAST HOLDINGS INVESTMENT, LLC, a
California limited liability company,
By: /s/ JACOB SWEIDAN
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Jacob Sweidan, M.D., Manager
By: /s/ KALI P. CHAUDHURI, M.D.
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Kali P. Chaudhuri, M.D., Manager
ORANGE COUNTY PHYSICIANS INVESTMENT
NETWORK, LLC, a Nevada limited
liability company,
By: /s/ ANIL V. SHAH, M.D.
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Anil V. Shah, M.D., Manager
ADDITIONAL CREDIT PARTIES:
GANESHA REALTY, LLC, a California
limited liability company,
By: /s/ KALI P. CHAUDHURI
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Name: KALI P. CHAUDHURI,
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Title: MANAGER
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WEST COAST HOLDINGS, LLC, a California
limited liability company,
By: /s/ JACOB SWEIDAN
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Name: JACOB SWEIDAN
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Title: MANAGER
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[SIGNATURE PAGE CONTINUES]
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LENDER:
MEDICAL PROVIDER FINANCIAL CORPORATION I,
a Nevada corporation,
By: /s/ JOSEPH J. LAMPARIELLO
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Joseph J. Lampariello, President and COO
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