Exhibit 10.1
SECOND AMENDMENT TO
CONVERTIBLE SUBORDINATED PROMISSORY NOTES
THIS SECOND AMENDMENT TO CONVERTIBLE SUBORDINATED PROMISSORY
NOTES (this "Amendment") is made and entered into as of August 8, 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
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 October 15, 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
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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
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Name: Xxxx X. Xxxxxx
Title: General Partner
