OMNIBUS AMENDMENTSecurity and Purchase Agreement • August 14th, 2007 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • New York
This Omnibus Amendment (this “Amendment”), dated as of June 21, 2007, is entered into by PROXYMED, INC., a Florida corporation (the “Parent”), ProxyMed Transaction Services, LLC, a Delaware limited liability company (the “Company”), PlanVista Corporation, a Delaware corporation (“PlanVista”), Plan Vista Solutions, Inc., a New York corporation (“PVS”) and National Network Services, LLC, a Delaware limited liability company (“NNS”, and together with the Company, PTS, PlanVista and PVS, the “Credit Parties” and each, a “Credit Party”) and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of each of (i) that certain Security and Purchase Agreement, dated as of December 6, 2005, by and among the Parent, PTS, PlanVista, PVS and NNS (as amended, modified or supplemented from time to time, the “Security Agreement”), (ii) that certain Secured Revolving Note, dated as of December 6, 2005, issued by the Company and each of the other Credit Partie
June 21, 2007Overadvance Side Letter • August 14th, 2007 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation
Reference is hereby made to that certain Security and Purchase Agreement dated as of December 6, 2005 by and among Proxymed, Inc., a Florida corporation (the “Parent”), ProxyMed Transaction Services, LLC, a Delaware limited liability company (“PTS”), PlanVista Corporation, a Delaware corporation (“PlanVista”), Plan Vista Solutions, Inc., a New York corporation (“PVS”) and National Network Services, LLC, a Delaware limited liability company (“NNS”, and together with the Parent, PTS, PlanVista and PVS, the “Companies” and each, a “Company”) and Laurus Master Fund, Ltd. (“Laurus”) (as amended, modified and/or supplemented from time to time, the “Security Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Security Agreement. Subject to satisfaction of the Overadvance Conditions (as defined below), Laurus is hereby notifying the Companies of its decision to exercise the discretion granted to it pursuant to Section 2(a)(ii) of the Security
