Exhibit 10.1
FIRST AMENDMENT TO
CONVERTIBLE SUBORDINATED PROMISSORY NOTES
THIS FIRST AMENDMENT TO CONVERTIBLE SUBORDINATED PROMISSORY NOTES (this
"Amendment") is made and entered into as of May 9, 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, the Company and Payee desire to 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 August 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
-----------------------------------------
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
-----------------------------------------
Name: Xxxx X. Xxxxxx
Title: General Partner
