EXHIBIT 10.3
AMENDMENT NO. 1 TO AUGUST 2001 LOAN AGREEMENT
This Amendment No. 1 to August 2001 Loan Agreement (the "AMENDMENT") is made as
of September 9, 2001 by and between THE PLASTIC SURGERY COMPANY, a Georgia
corporation ("PSC"), and the lenders signing a signature page hereto (the
"LENDERS").
RECITALS
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A. The Lenders and PSC entered into that certain Loan Agreement dated
as of August 7, 2001 (the "ORIGINAL AGREEMENT").
B. The Lenders and PSC wish to amend and restate certain Sections of
the Original Agreement to read as set forth in this Amendment.
In consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
SECTION 1. AMENDMENTS TO ORIGINAL AGREEMENT.
1.1 The first sentence of Section 1.2(e) of the Original Agreement is
amended and restated in its entirety to read as follows:
"The parties acknowledge and agree that additional parties may
lend funds (the "ADDITIONAL LENDERS FUNDS") to Borrower after
the First Closing Date under the same terms as the Lenders
hereunder with the written consent of PMF and Borrower;
provided however, that any such subsequent loan shall occur
not later than forty-five (45) days after the First Closing
Date."
1.2 The seventh sentence of Section 2.1(a)(i) of the Original Agreement
is amended and restated in its entirety to read as follows:
"Additional parties hereto may after the First Closing Date
and in accordance with Section 1.2(e) hereof lend Borrower
Additional Lenders Funds, provided that such Additional
Lenders Funds shall not exceed an aggregate principal amount
(the "Maximum Amount") of Five Hundred Nine Thousand Dollars
($509,000); provided however, that Xxxxxx Xxxxxx may elect to
lend Borrower Additional Lender Funds up to an aggregate
principal amount of One Hundred Ninety Thousand Dollars
($190,000) and such funds shall not be included for purposes
of determining the Maximum Amount."
SECTION 2. MISCELLANEOUS.
2.1 Except as set forth in Section 1 of this Amendment, the Original
Agreement shall continue in full force and effect.
2.2 This Amendment shall be interpreted, construed, and enforced in all
respects in accordance with the laws of the State of California without
reference to its choice of law rules.
2.3 This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts together shall constitute one and the same instrument.
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The Plastic Surgery Company
By: /S/ Xxxxxx Xxxxxx
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Its President and Chief Executive Officer
Pacific Mezzanine Fund, L.P.
By: Pacific Private Capital, its General Partner
By: /S/ Xxxxxx X. Xxxx
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Its: General Manager
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Guarantee & Trust CO TTEE
FBO Xxxxxx X Xxxxx
GTC XXX
By
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Its
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Xxxxxx Xxxx
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Xxxx XxXxx
/S/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
/S/ Xxxxxxx Xxxx Xxxxxxx
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Xxxxxxx Xxxx Xxxxxxx
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Xxxxx Xxxxxxx
----------------------------
Xxx Xxxxxx
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Xxxxxx London
/S/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
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