CONSENT TO THIRD ADDENDUM TO CREDIT AGREEMENT,
RATIFICATION OF GUARANTY AND WAIVER OF CLAIMS
THIS CONSENT TO THIRD ADDENDUM TO CREDIT AGREEMENT, RATIFICATION OF
GUARANTY AND
WAIVER OF CLAIMS ("Consent and Ratification") is made by John
Pappajohn
("Personal Guarantor") and delivered to Wells Fargo Bank, National
Association
("Bank") effective as of December 28, 2005.
RECITALS:
A.
American CareSource Holdings, Inc. ("Borrower) and the Bank entered
into a
Credit
Agreement, dated as of December 1, 2004, as amended from time
to
time
("Credit Agreement") pursuant to which the Bank has made the
Line
available
to the Borrower. The Borrower has requested that the Bank
increase
the Line and extend the Line Availability Period, as evidenced
by a
promissory note, dated December 28, 2005, in the original
principal
amount of
Five Million Dollars ($5,000,000.00) ("New Revolving Note"). In
conjunction with the New Revolving Note, the Borrower and Bank
entered
into a
Third Addendum to Credit Agreement, dated as of December
28,2005
(the
"Third Addendum").
B. At the
Borrowers request, the Personal Guarantor has agreed to (i)
unconditionally guaranty the repayment of the New Revolving Note
pursuant
to a
written guaranty, dated December 28, 2005, a copy of which is
attached
hereto as Exhibit "A" (the "Guaranty") and (ii) authorize the
Bank to
make, upon the occurrence of an Event of Default, an advance
under
the Personal
Guarantor's personal line of credit at the Bank and use the
proceeds
of such advance to reduce the Borrower's obligations under the
New
Revolving Note.
C. The
Bank has agreed to increase the credit amount of the Line and
extend
the Line
Availability Period in accordance with the terms of the Third
Addendum,
provided that all of the conditions precedent set out in the
Third
Addendum are satisfied in full, including, without limitation,
the
execution
and delivery to the Bank of (i) the Guaranty and (ii) this
Consent
and Ratification by the Personal Guarantor.
NOW THEREFORE, the Personal Guarantor agrees:
1. The
Recital Paragraphs are incorporated in this Consent and
Ratification
as though
fUlly set forth herein. The Personal Guarantor has been
provided
with a
copy of the New Revolving Note and Third Addendum and
acknowledges
receipt of
the same.
2. The
Personal Guarantor hereby consents to the Third Addendum and the
New
Revolving
Note.
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3. The
Guarantor hereby acknowledges that the Guaranty secures the New
Revolving
Note, including all extensions, renewals, replacements or
refinancings thereof, which may be owed by the Borrower to the Bank
now or
in the
future.
4. The
Guarantor hereby acknowledges and agrees that his personal line
of
credit
with the Bank that is evidenced by a promissory note, dated
August
9, 2005,
in the initial principal amount of $********** (and any
extensions,
renewals, replacements or refinancings thereof) ("Guarantor
Line of
Credit") will be reduced by Three Million Nine Hundred
Twenty-Five
Thousand
Dollars ($3925,000.00) to effect the Guarantor's support of the
New
Revolving Note and all extensions, renewals, replacements or
refinancings thereof. The Guarantor further agrees that upon (i) a
default
by the
Borrower under the terms of the Credit Agreement and/or the New
Revolving
Note or (ii) the maturity date of the New Revolving Note, the
Bank is
hereby authorized to make an advance under the Guarantor Line
of
Credit and
apply the proceeds of such advance to the New Revolving Note.
The
Guarantor further agrees that in the event the Guarantor Line
of
Credit is
not renewed or extended upon its expiration or is otherwise
terminated, the Guarantor shall provide to the Bank a standby
letter of
credit, or
some other form of collateral that would be acceptable to the
Bank in
its sole discretion in support of the obligations owed by the
Borrower
under the New Revolving Note, is
