3 Uses in Section 1.1 Clause

Section 1.1 from Loan and Security Agreement

THIS AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT (this Amendment), dated as of September 15, 2005, is entered into by and among PAINCARE HOLDINGS, INC., a Florida corporation (Parent), and each of Parents Subsidiaries identified on the signature pages hereof (such Subsidiaries are referred to hereinafter each individually as a Borrower, and individually and collectively, jointly and severally, as the Borrowers), each of the lenders that is a signatory to this Amendment (together with their respective successors and permitted assigns, individually, Lender and, collectively, Lenders), and HBK INVESTMENTS L.P., a Delaware limited partnership, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors, if any, in such capacity, Agent; and together with each of the Lenders, individually and collectively, the Lender Group), in light of the following:

Section 1.1. of the Loan Agreement is hereby amended by amending and restating the following definitions in their entirety as follows: Applicable Prepayment Premium means, as of any date of determination, an amount equal to the sum of (a) with respect to Term Loan A, (i) during the period from and after the date of the execution and delivery of this Agreement up to the date that is the first anniversary of the Closing Date, the greater of (A) the Term Loan A Yield Maintenance Amount, and (B) $750,000, (ii) during the period from and including the date that is the first anniversary of the Closing Date up to the date that is the second anniversary of the Closing Date, $500,000, and (iii) during the period of time from and including the date that is the second anniversary of the Closing Date up to the date that is the third anniversary of the Closing Date, $250,000, plus (b) with respect to Term Loan B, (i) during the period from and after the First Amendment Effective Date up to the date that is the first anniversary of the First Amendment Effective Date, the greater of (A) the Term Loan B Yield Maintenance Amount, and (B) $150,000, (ii) during the period from and including the date that is the first anniversary of the First Amendment Effective Date up to the date that is the second anniversary of the First Amendment Effective Date, $100,000, and (iii) during the period of time from and including the date that is the second anniversary of the First Amendment Effective Date up to the date that is the third anniversary of the First Amendment Effective Date, $50,000. Commitment means, with respect to each Lender, its Term Loan A Commitment, its Term Loan B Commitment or its Total Commitment, as the context requires, and, with respect to all Lenders, their Term Loan A Commitments, their Term Loan B Commitments, or their Total Commitments, as the context requires, in each case as such Dollar amounts are set forth beside such Lenders name under the applicable heading on Schedule C-1 or in the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 14.1. Pro Rata Share means, as of any date of determination: (a) with respect to a Lenders obligation to make a Term Loan A and receive payments of interest, fees, and principal with respect thereto, (i) priort to the Term Loan Expiration Date, the percentage obtained by dividing (y) the sum of (A) such Lenders remaining Term Loan A Commitment, and (B) the outstanding principal balance of such Lenders Term Loans A, by (z) the sume of (A) the aggregate amount of all Lenders remaining Term Loan A Commitments, and (B) the aggregate outstanding principal balance of all Term Loans A, and (ii) from and after the Term Loan Expiration Date, the percentage obtained by dividing (y) the outstanding principal balance of such Lenders Term Loans A by (z) the aggregate outstanding principal balance of all Term Loans A, (b) with respect to a Lenders obligation to make a Term Loan B and receive payments of interest, fees, and principal with respect thereto, (i) prior to the Term Loan Expiration Date, the percentage obtained by dividing (y) the sum of (A) such Lenders remaining Term Loan B Commitment, and (B) the outstanding principal balance of such Lenders Term Loans B, by (z) the sum of (A) the aggregate amount of all Lenders remaining Term Loan B Commitments, and (B) the aggregate outstanding principal balance of all Term Loan B, and (ii) from and after the Term Loan Expiration Date, the percentage obtained by dividing (y) the outstanding principal balance of such Lenders Term Loans B by (z) the aggregate outstanding principal balance of all Term Loans B, or

Section 1.1 from Amended and Restated Loan and Security Agreement

THIS AMENDMENT NUMBER 3, CONSENT AND JOINDER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Amendment), dated as of March 2, 2004, is entered into by HUDSON HIGHLAND GROUP, INC., a Delaware corporation (Parent), and each of Parents Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a Borrower, and individually and collectively, jointly and severally, as Borrowers), WELLS FARGO FOOTHILL, INC. (formerly known as FOOTHILL CAPITAL CORPORATION), a California corporation, as the arranger and administrative agent for the Lenders (Agent), and the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a Lender and collectively as the Lenders), in light of the following:

Section 1.1. of the Loan Agreement is hereby amended by adding the following defined terms in proper alphabetical order or amending and restating the following definitions in their entirety, as the case may be: Applicable Prepayment Premium means, as of any date of determination, an amount equal to (a) during the period from and after the date of the execution and delivery of this Agreement up to the date immediately preceding the first anniversary of the Closing Date, 3-uses-in-amendments-to-loan-agreement/section-11-clause" title="Click to see all 3% (percent) values">3% times the Maximum Revolver Amount in effect at that date, (b) during the period from and including the date that is the first anniversary of the Closing Date up to the date immediately preceding the second anniversary of the Closing Date, 2% times the Maximum Revolver Amount in effect at that date, and (c) at all times thereafter, 1% times the Maximum Revolver Amount in effect at that date; provided, however, that if the outstanding principal balance of Advances is prepaid and the Commitments are terminated with (i) the proceeds and as a result of a private placement of subordinated debt, or an equity offering, or a sale of all or substantially all of the assets or stock of any Borrower, then the Applicable Prepayment Premium shall be an amount equal to (a) during the period from and after the date of the execution and delivery of this Agreement up to the date immediately preceding the first anniversary of the Closing Date, .75% times the Maximum Revolver Amount in effect at that date, (b) during the period from and including the date that is the first anniversary of the Closing Date up to the date immediately preceding the second anniversary of the Closing Date, .5% times the Maximum Revolver Amount in effect at that date, and (c) at all times thereafter, .25% times the Maximum Revolver Amount in effect at that date; or (ii) the proceeds of a refinancing made available to Borrowers by a commercial banking unit of Wells Fargo, then the Applicable Prepayment Premium shall be an amount equal to 0% times the Maximum Revolver Amount on the date immediately prior to the date of determination. Notwithstanding anything to the contrary set forth herein, HH Australia may refinance its Obligations to Lender Group at any time upon 30 days prior written notice to Agent without incurring the Applicable Prepayment Premium, provided that the terms of such refinancing of HH Australias Obligations shall be on terms and conditions satisfactory to Agent in its Permitted Discretion. 3-effective-date-uses-in-amendments-to-loan-agreement/section-11-clause" title="Click to see all Amendment Number 3 Effective Date (organization) values">Amendment Number 3 Effective Date means March 2, 2004. Change of Control means (a) any person or group (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rule 13d 3 under the Exchange Act), directly or indirectly, of 25%, or more, of the Stock of Parent having the right to vote for the election of members of the Board of Directors, or (b) a majority of the members of the Board of Directors do not constitute Continuing Directors, or (c) any Borrower ceases to directly or indirectly own and control 100% of the outstanding capital Stock of each of its Subsidiaries extant as of the Closing Date, or (d) Parent ceases to directly own and control 80% of the outstanding equity interests of HH CfHP. HH CfHP means Hudson Highland Center for High Performance, LLC, a Delaware limited liability company. HH CfHP LLCA means that certain Limited Liability Company Agreement by and among the members of HH CfHP dated as of March 2, 2004 as in effect on the Amendment Number 3 Effective Date. HH CfHP Put Right means the Put Right under and as defined in the HH CfHP LLCA. HH CfHP Repurchase Right means the Repurchase Right under and as defined in the HH CfHP LLCA. HH CfHP Tax Distribution means, for any fiscal quarter of HH CfHP, a distribution to holders of equity interests of HH CfHP in an aggregate amount equal to the combined federal, state, and local income tax liability attributable to such holders in respect of taxable income of HH CfHP for such fiscal quarter, calculated by using the highest maximum combined marginal federal, state and local income tax rates to which any holder, or any direct or indirect equity holder of a holder that is a flow-through entity, may be subject and taking into account the deductibility of state income tax for federal income tax purposes.