Exhibit 10.1(a)
August 25, 2006
PEDIATRIC SERVICES OF AMERICA,
INC.
d/b/a PSA HEALTHCARE
PEDIATRIC SERVICES OF AMERICA,
INC.
PSA CAPITAL CORPORATION
310 Technology Parkway
Norcross, Georgia
30092-2929
To Whom It May Concern:
This letter sets forth certain
agreements related to that certain Asset Purchase Agreement
(hereinafter referred to as the “Agreement”), dated on
even date herewith, among Lincare Inc., a Delaware corporation
(“Lincare”); Pediatric Services of America, Inc. d/b/a
PSA Healthcare, a Delaware corporation; Pediatric Services of
America, Inc., a Georgia corporation; and PSA Capital Corporation,
a Delaware corporation (collectively, the “Company”).
If a term is defined in the Agreement, it shall have the same
meaning herein.
1. Notwithstanding anything in the
Agreement to the contrary, from the Closing until the expiration of
one (1) year after the conclusion of the Collection Period
(the “Usage Period”), Company shall grant Lincare
access to the following computer programs for the purpose of
collecting or otherwise managing amounts equal to the Receivables:
CPR+ and Encore. Company agrees that, during the Usage Period or
until such time as Lincare advises Company Lincare no longer
requires access to the CPR+ program (or any certain features of
said license), whichever occurs first, Company shall maintain its
existing license for the use of CPR+ through the payment of all
applicable licensing fees; provided, however, Lincare agrees that
it will promptly reimburse Company for any such CPR+ licensing fees
paid by Company during the Usage Period or until such time as
Lincare advises Company Lincare no longer requires access to the
CPR+ program (or any certain features of said license), whichever
occurs first.
2. Without limiting the scope of
Company’s representations and warranties in the Agreement,
Company represents and warrants that, no later than its next
regularly scheduled payroll cycle after the Closing Date, Company
shall pay to the terminated employees of the Business who are hired
by Lincare any wages, benefits, bonuses or any other amount arising
from employment with the Company.
3. For the entire calendar month in
which the Closing Date occurs, Company agrees to maintain health
coverage on those employees terminated by Company and hired by
Lincare in and around the time of the Closing Date. Lincare agrees
to reimburse Company for any fees associated with such coverage
during such calendar month from and af
