Exhibit 10.43
FIRST AMENDMENT TO INVESTMENT AGREEMENT
THIS FIRST AMENDMENT TO INVESTMENT AGREEMENT is executed and entered
into as of the 15th day of March, 2006, by and between Xxxx Investments, LLC, a
Wisconsin limited liability company (the "Investor"), and MedSolutions, Inc., a
Texas corporation, on behalf of itself and its subsidiaries (MedSolutions, Inc.
and its subsidiaries are collectively referred to as the "Company").
RECITALS:
WHEREAS, Company and Investor entered into an Investment Agreement
dated as of July 15, 2005 (the "Investment Agreement"); and
WHEREAS, the Investor has agreed to extend additional credit to the
Company in accordance with the terms of a Loan Agreement of even date herewith
and the Convertible Promissory Note and Security Agreement executed in
connection therewith (the Loan Agreement, Convertible Promissory Note and
Security Agreement are referred to collectively as the "Loan Documents"); and
WHEREAS, the parties desire to amend the Investment Agreement as set
forth herein.
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained in this Agreement and the Loan Documents, the Company and the Investor
agree as follows:
1. Subsection 3.2(j) of the Investment Agreement is hereby amended by
deleting the first sentence of such subsection and replacing it with the
following:
"As collateral security for the prompt and complete payment and
performance when due of the Company's obligations under this Agreement and the
Note, the Company does hereby grant the Investor a continuing first priority
security interest in and to the collateral described in the Security Agreement
dated as of March 15, 2006 between Company and Investor, the Accounts of the
Company and its Subsidiaries, and a continuing mortgage interest in and to the
Real Property (collectively the "Collateral")."
2. Subsections 9.1 (a), (b) and (c) of the Investment Agreement are
amended by deleting such subsections and replacing them with the following:
"(a) The Company defaults in any payment due under the Note or under
the terms of the Loan Agreement, Convertible Promissory Note or Security
Agreement dated as of March 15, 2006, by and between the Company and the
Investor (the "Loan Documents");
(b) Any representation or warranty made by the Company herein or in the
Loan Documents shall be false in any material respect on the date as of which
made;
1
(c) The Company fails to materially perform or observe any agreement,
covenant, term or condition in this Agreement, any of the Transaction Documents
or any of the Loan Documents;"
3. Subsections 9.2(a) and (c) are hereby amended by deleting such
subsections and replacing them with the following:
"(a) Declare all outstanding sums under the Note and the Loan Documents
to be, and such sums shall thereupon be and become, immediately due and payable;
(c) Proceed to protest and enforce its rights under this Agreement, the
Note, the Transaction Documents and the Loan Documents, by exercising all such
remedies available to the Investor in respect thereof under applicable law."
4. Except as set forth herein, the terms of the Investment Agreement
shall continue unmodified and in full force and effect.
5. Any capitalized term used in this Agreement which is not otherwise
defined herein, shall have the meaning ascribed to it in the Investment
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as the day first above written.
THE COMPANY: THE INVESTOR:
MedSolutions, Inc. Xxxx Investments, LLC
By: Xxxx Revocable Trust
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------
Xxxxxxx X. Xxxxxxx, By: /s/ Xxxxxx X. Xxxx
President and CEO -----------------------
Xxxxxx X. Xxxx, Trustee
2
