Yield Maintenance Amount 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