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debt service including interest expense and current maturities of indebtedness as determined in accordance with generally acceptedaccounting principles. If an acquisition of a new company (or itsbusiness) occurs and GRMH incurs additional debt associated withthe purchase, the net income of the acquired company (or itsbusiness) and GRMH’s new debt service associated with acquiringthe company (or its business) may both be excluded from the DebtService Coverage Ratio calculationfor a period of six months, at the option of GRMH. Also, anynon-recurring expenses associated with an acquisition will beadded back to the net income of GRMH, subject to itemization andapproval by the bank.     1.2 Paragraph 1.15 Amended. Paragraph 1.15 of the Loan Agreement is hereby amended byreplacing the date “June 30, 2008” with “September 30, 2009” and no other changes.2. Interest Rate Floor. As of the effective date of this Agreement, the minimum interest rate onthe Term Note and Acquisition Note will be set at five percent (5%) per annum as set forth in thissection.     2.1 Term Note. Paragraph 3.1.2 of the Loan Agreement is hereby deleted and replaced in itsentirety, with the corresponding amendment to the Term Note attached hereto as Schedule 1.20(a)which is incorporated by reference, with the following:3.1.2 Interest. Prior to Default, the unpaid principal balance of the TermNote will bear interest from the date of advance at the per annumrate equal to the greater of (a) the WSJ Prime Rate, as adjusted;or (b) five percent (5%) per annum. The WSJ Prime Rate will beadjusted, without notice, on an annual basis to the WSJ Prime Ratethen in effect as of each anniversary date of this Note, or thefirst business day following such date if the anniversary dateoccurs on a weekend or holiday that there is no such ratedetermined or published. After Default, all amounts due under theTerm Note will bear interest at the per annum rate equal to thegreater of: (a) fifteen percent (I5%); or (b) the WSJ Prime Rateplus five percent (5%). Interest will be computed on a per diemcharge based on a three hundred sixty (360) day year,     2.2 Acquisition Note. Paragraph 3.2.2 of the Loan Agreement is hereby deleted and replaced inits entirety, with the corresponding amendment to the Term Note attached hereto as Schedule 1.20(b) which is incorporated by reference, with the following:3.2.2 Interest. Prior to Default, the unpaid principal balance of eachTranche of the Acquisition Note will bear interest from thedate of advance at the per annum rate equal to the greater of (a)the WSJ Prime Rate, as adjusted for any changes to the WSJ PrimeRate on each anniversary date: or (b) five percent (5%) per annum.The
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WSJ Prime Rate will be adjusted. without notice, on an annualbasis to the WSJ Prime Rate then in effect as of each anniversarydate of each Tranche of the Acquisition Note, or the firstbusiness day following such date if the anniversary date occurs ona weekend or holiday that there is no such rate determined orpublished. After Default, all amounts due under the AcquisitionNote will bear interest at the per annum rate equal to the greaterof: (a) fifteen percent (I5%); or (b) the WSJ Prime Rate plus fivepercent (5%). Interest will be computed on a per diem charge basedon a three hundred sixty (360) day year.3. Negative Covenants.     3.1 Paragraph 8.11 Replaced. Paragraph 8.11 of the Loan Agreement is hereby deleted andreplaced in its entirety with the following:8.11 Debt Service Coverage Ratio. Commencing with the Quarter endingJune 30. 2010 and thereafter during the term of the Loan, based on thelatest four rolling quarters, Borrowers will continuously maintain aDebt Service Coverage Ratio of not less than 1.25 to 1.4. Guarantor’s Consent. Each Guarantor hereby consents to this Amendment and the transactionscontemplated herein and agrees that such Guarantor’s liability under any of the Guaranties in favorof the Bank will not be released, reduced, impaired or affected by this Amendment or thetransactions contemplated herein.5, Ratification. Except as amended by this Amendment, all of the terms and provisions of the LoanAgreement and Loan Documents will continue in full force and effect, uninterrupted and unabated,and the Loan Agreement and Loan Documents as herein expressly amended, is hereby ratified, approvedand confirmed in every respect.6. Modification Fee. As reimbursement for processing of this Agreement and a modification of theLoan, the Borrower shall pay a non-refundable fee to the Bank in the amount of Fifty-Six ThousandTwo Hundred Fifty Dollars ($56,250.00) payable on July 1, 2009.7. Authority. Each party represents and warrants to the other that: (a) all necessary corporateaction on the part of each party to be taken in connection with the execution, delivery andperformance of this Amendment has been duly and effectively taken; and (b) the execution, deliveryand performance by each party of this Amendment does not constitute a violation or breach of suchparty’s articles of incorporation, by-laws or any other agreement or law by which such party isbound.8. Counterparts. This Amendment may be executed in multiple counterparts, each of which will be anoriginal instrument, but all of which will constitute one agreement.[SIGNATURE PAGE TO FOLLOW]
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     IN WITNESS WHEREOF, the parties have executed this Agreement effective thedate first above written.      GRAYMARK HEALTHCARE, INC., an Oklahoma