EXECUTION
EXHIBIT 99.2
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$45,000,000 TERM NOTE
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($80 MILLION CREDIT AGREEMENT)
$45,000,000.00 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"), 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
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 FORTY FIVE MILLION
AND NO/100 DOLLARS ($45,000,000.00) ("$45,000,000 TERM 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 "$45,000,000 TERM NOTE" is the $45,000,000 Term 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 $45,000,000 Term Loan
evidenced hereby, which such terms and conditions are hereby incorporated by
reference. Initially capitalized terms not defined in this $45,000,000 Term Note
shall have the respective meanings assigned to them in the Credit Agreement.
This $45,000,000 Term 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 $45,000,000 Term
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 $45,000,000 Term Loan with
the amount of any unpaid Obligations of Borrowers to Lender, (b) the principal
amount of the $45,000,000 Term 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,
maturity, release, compromise, settlement, extension or renewal of any or all of
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the Obligations, the Loan Documents or this $45,000,000 Term 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 $45,000,000 Term Note is executed as
part of a commercial transaction and that the proceeds of this $45,000,000 Term
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 $45,000,000
Term Note shall become, or may be declared to be, immediately due and payable,
to the extent provided for in the Credit Agreement.
This $45,000,000 Term 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 $45,000,000 TERM NOTE. THIS $45,000,000 TERM
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/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, President
WMC-SA, INC., a California corporation,
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, President
WMC-A, INC., a California corporation,
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, President
[SIGNATURES CONTINUED ON NEXT PAGE]
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BORROWERS (continued):
XXXXXXX MEDICAL CENTER, INC.,
a California corporation,
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, President
COASTAL COMMUNITIES HOSPITAL, INC.,
a California corporation,
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, President
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