ACQUISITION NOTE
$50,000,000 March 3, 2005
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"), XXXXXXX MEDICAL CENTER, INC., a California
corporation ("XXXXXXX"), and COASTAL COMMUNITIES HOSPITAL, INC., a California
corporation ("COASTAL") (IHHI, WMC-SA, WMC-A, Xxxxxxx and Coastal are sometimes
collectively referred to herein as "BORROWERS" and individually as "BORROWER")
hereby promises to pay to the order of MEDICAL PROVIDER FINANCIAL CORPORATION
II, a Nevada corporation ("LENDER"), the principal amount of Fifty Million
Dollars ($50,000,000), together with interest on the unpaid balance of such
amount from the date of the Advance of such Acquisition Loan until paid. The
principal amount of the Acquisition Loan evidenced by this Note shall be due and
payable on the Maturity Date. This Note is the Acquisition Note issued under the
Credit Agreement among Borrowers 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 Acquisition Loan
evidenced hereby. Initially capitalized terms not defined in this Note shall
have the respective meanings assigned to them in the Credit Agreement. This Note
is secured by, among other things, the Collateral as provided in the Credit
Agreement, the Security Agreement and the other Loan Documents, and is entitled
to the benefit of the rights, remedies and security provided thereby.
Interest on the outstanding principal balance under this Note is payable at the
interest rate provided in the Credit Agreement, or, under the circumstances
contemplated by the Agreement, at the Default Rate, in immediately available
United States Dollars at the times and in the manner specified in the Credit
Agreement. The outstanding principal and interest under this Note shall be
immediately due and payable on the Maturity Date. Payments received by Xxxxxx
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 Document:
(a) presentment, demand and protest, and notice of presentment, dishonor, intent
to accelerate, acceleration, protest, default, nonpayment, maturity, release,
compromise, settlement, extension or renewal of any or all of the Obligations,
the Loan Documents or this Note; (b) all rights to notice and a hearing prior to
Lender's taking possession or control of, or to Xxxxxx'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 (c) the
benefit of all valuation, appraisal and exemption laws.
Borrowers acknowledge that this Note is executed as part of a commercial
transaction and that the proceeds of this 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
Agreement, all amounts then remaining unpaid on this Note shall become, or may
be declared to be, immediately due and payable, all as provided therein.
This Note shall not be deemed to have been delivered until it is received by
Lender in Las Vegas, Nevada.
BORROWERS ACKNOWLEDGE THAT XXXXXXXXX HAVE WAIVED THE RIGHT TO TRIAL BY JURY IN
ANY ACTION OR PROCEEDING ON THIS NOTE. THIS NOTE IS GOVERNED BY THE LAW OF THE
STATE OF NEVADA WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.
SIGNATURE PAGE FOLLOWS
INTEGRATED HEALTHCARE HOLDINGS, INC.
By:_________________________
Name: ______________________
Title: _______________________
WMC-SA, INC.
By:_________________________
Name: ______________________
Title: _______________________
WMC-A, INC.
By:_________________________
Name: ______________________
Title: _______________________
COASTAL COMMUNITIES HOSPITALS, INC.
By:_________________________
Name: ______________________
Title: _______________________
XXXXXXX MEDICAL CENTER, INC.
By:_________________________
Name: ______________________
Title: _______________________
