EXHIBIT 10.8
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF
(A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN
APPROPRIATE EXCEPTION UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II)
UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.
ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF
THIS NOTE, INCLUDING SECTION 4(c)(viii) HEREOF.
AMENDED AND RESTATED SUBORDINATED CONVERTIBLE NOTE
THIS AMENDED AND RESTATED SUBORDINATED CONVERTIBLE NOTE (THIS "NOTE") IS AN
AMENDMENT AND RESTATEMENT TO THAT CERTAIN PROMISSORY NOTE DATED APRIL 26, 2006
IN THE ORIGINAL PRINCIPAL AMOUNT OF THIRTY SEVEN MILLION FIFTY THOUSAND DOLLARS
($37,500,000.00) (THE "ORIGINAL NOTE") MADE BY MEDICOR LTD., A DELAWARE
CORPORATION (THE "COMPANY"), AS SUCCESSOR TO INTERNATIONAL INTEGRATED
INCORPORATED, A BRITISH VIRGIN ISLANDS CORPORATION, IN FAVOR OF INTERNATIONAL
INTEGRATED INDUSTRIES, LLC, A NEVADA LIMITED LIABILITY COMPANY ("IIINV"), AND
SUBSEQUENTLY ASSIGNED AND TRANSFERRED BY IIINV PURSUANT TO THAT CERTAIN ALLONGE
TO PROMISSORY NOTE DATED APRIL 26, 2006 TO SIRIUS CAPITAL LLC, A DELAWARE
LIMITED LIABILITY COMPANY ("SIRIUS").
IN CONSIDERATION OF THE AMENDMENT AND
RESTATEMENT OF THE ORIGINAL NOTE,
THE COMPANY IS ISSUING AS OF THE DATE HEREOF
TO SIRIUS A WARRANT TO PURCHASE 2,343,750 SHARES OF THE COMPANY'S COMMON STOCK,
PAR VALUE $0.001 PER SHARE.
THIS NOTE IS MADE IN PLACE OF THE ORIGINAL NOTE.
ALL INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO OTHER INDEBTEDNESS
PURSUANT TO, AND TO THE EXTENT PROVIDED IN, AND IS OTHERWISE SUBJECT TO THE
TERMS OF, THE SUBORDINATION AGREEMENT, DATED APRIL 26, 2006 (AS AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "SUBORDINATION
AGREEMENT"), BY AND AMONG THE COMPANY, SILVER OAK CAPITAL, L.L.C., A DELAWARE
LIMITED LIABILITY COMPANY, AS "COLLATERAL AGENT", AND THE HOLDERS FROM TIME TO
TIME OF THE SUBORDINATED OBLIGATIONS (AS DEFINED THEREIN), INCLUDING, WITHOUT
LIMITATION, THIS NOTE.
April 26, 2006
$37,500,000.00
FOR VALUE RECEIVED, the Company hereby promises to pay to the order of Sirius or
registered assigns (the "Holder") the principal amount of Thirty Seven Million
Five Hundred Thousand United States Dollars ($37,500,000.00) when due, whether
upon maturity, acceleration, redemption or otherwise, and to pay interest
("Interest") on the unpaid principal balance hereof on each Interest Payment
Date (as defined in Section 3(a)) and upon maturity, or earlier upon conversion,
acceleration or redemption pursuant to the terms hereof, at the Applicable
Interest Rate (as defined in Section 3(a)).
Interest on this Note payable on
each Interest Payment Date and upon maturity, or earlier upon conversion,
acceleration or redemption pursuant to the terms hereof, shall accrue from the
Issuance Date (as defined in Section 3(a)) and shall