Exhibit 10.1
THIRD AMENDMENT TO
CONVERTIBLE SUBORDINATED PROMISSORY NOTES
THIS THIRD AMENDMENT TO CONVERTIBLE SUBORDINATED PROMISSORY NOTES (this
"Amendment") is made and entered into as of October 15, 2006 by and between
Orion HealthCorp, Inc., a Delaware corporation (the "Company"), and Xxxxxxxx
Partners IV, L.P. ("Payee").
WHEREAS, on June 1, 2005 the Company issued to Payee that certain
Convertible Subordinated Promissory Note in the original principal amount of
$1,025,000 due April 19, 2006 (the "First Note");
WHEREAS, on June 1, 2005 the Company issued to Payee that certain
Convertible Subordinated Promissory Note in the original principal amount of
$225,000 due April 19, 2006 (the "Second Note" and collectively with the First
Note, the "Notes");
WHEREAS, on May 9, 2006, the Company and Payee entered into that certain
First Amendment to Convertible Subordinated Promissory Notes, which extended the
maturity date for the Notes to August 15, 2006 and on August 8, 2006 the Company
and Payee entered into that certain Second Amendment to Convertible Subordinated
Promissory Notes, which further extended the maturity date for the Notes to
October 15, 2006; and
WHEREAS, the Company and Payee desire to further amend the Notes on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements and promises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Amended Terms. The maturity date set forth in the preamble of each Note
shall be extended until November 30, 2006.
2. Remainder of Agreement. All other terms and provisions of the Notes
shall remain unchanged and in full force and effect.
3. Miscellaneous. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute one in the same instrument, and facsimile
transmissions of the signature provided for below may be relied upon, and shall
have the same force and effect, as the originals of such signatures. The terms
and conditions hereof, along with the Notes, constitute the entire agreement
between the parties hereto with respect to the subject matter of this Amendment
and supersede all previous communications, either oral or written,
representations or warranties of any kind whatsoever, except as expressly set
forth herein. All issues concerning this Amendment shall be governed by and
construed in accordance with the laws of the State of Georgia, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of Georgia or any other jurisdiction) that would cause the application of
the law of any jurisdiction other than the State of Georgia.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
ORION HEALTHCORP, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Chief Executive Officer and President
XXXXXXXX PARTNERS IV, L.P.
By: Xxxxxxxx Venture Management IV, L.P.,
its general partner
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: General Partner
