EXHIBIT 10.18
FIRST AMENDMENT TO
NOTE PURCHASE AGREEMENT
This First Amendment to Note Purchase Agreement ("Amendment") is
entered effective as of the 1st day of December, 2006, by and between ORION
HEALTHCORP, INC., a Delaware corporation (the "Company"), and PHOENIX LIFE
INSURANCE COMPANY, a New York corporation ("Investor").
RECITALS
WHEREAS, the Company and Investor entered into a certain Note Purchase
Agreement dated September 8, 2006, (the "Note Purchase Agreement"); and
WHEREAS, Section 9.10(b) of the Note Purchase Agreement provides that
it may be amended in a writing signed by the Company and Investor.
NOW, THEREFORE, in order to induce the Company and the Investor to
consummate the transactions contemplated by the Note Purchase Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and Investor agree as follows:
1. Clause (d) of Section 4.10 of the Note Purchase Agreement shall be
amended to refer to Schedule 3.1(p).
2. Except as explicitly set forth in this Amendment, the Company and
Investor hereby reaffirm the Note Purchase Agreement in its entirety.
3. This Amendment shall be construed and enforced under the laws of
the State of New York without regard to conflicts of laws.
4. This Amendment may be executed in counterparts, each of which will
be an original as regards the party whose name appears thereon and all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and Investor hereto have executed this
Amendment to the Note Purchase Agreement as of the date first written above.
ORION HEALTHCORP, INC., a Delaware
corporation
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief
Executive Officer
PHOENIX LIFE INSURANCE COMPANY,
a New York corporation
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
