AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT (the “ Amendment ”) dated as of March 12, 2003, is by and between
SIEMENS HEARING INSTRUMENTS, INC. , a Delaware corporation (“ Lender ”), with offices at 10 Constitution Avenue,
Piscataway, New Jersey 08855, and HearUSA, Inc. (formerly known as HEARX LTD.), a Delaware corporation (“Borrower”),
with offices at 1250 Northpoint Parkway, West Palm Beach, Florida 33407.
A. Lender and Borrower are parties to a Credit Agreement dated as of December 7, 2001 (the “ Credit Agreement ”).
Pursuant to the Credit Agreement, Lender extended certain loans to the Borrower, in the total original principal amount of
$51,875,000, which were evidenced by certain promissory notes of equal date therewith.
B. Borrower has requested that Lender amend the Credit Agreement by, among other things, extending a Tranche E term
loan facility in the principal amount of $3,500,000.00, pursuant to a new Tranche E Note.
C. Lender has agreed to Borrower’s request, on the terms and conditions set forth herein. In connection with the execution
and delivery of the new Tranche E Note and the simultaneous amendment of various other related documents and agreements,
the parties have agreed to modify, amend and affirm the Credit Agreement as set forth in this Amendment.
D. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
NOW, THEREFORE , in consideration of the Background, which is incorporated by this reference, other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, and the mutual promises and covenants contained in this
Amendment, the parties intending to be legally bound, agree as follows:
1. Amendment of Credit Agreement .
The parties agree that the Loan Agreement shall be amended and modified as set forth below, effective as of the date