Exhibit 10.1(b)
November 6, 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 Second Side Letter sets forth
certain agreements related to that certain Asset Purchase
Agreement, as amended, (hereinafter referred to as the
“Agreement”), dated on even date with the Third
Amendment to the Agreement, 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.
Pursuant to the Agreement, Company
is to deliver each LeasePlan USA automobile, truck, or other
vehicle included in the Assets free and clear of Encumbrances at
the Closing. To ensure that these Assets are delivered free and
clear as required, the parties agree that Lincare may withhold from
the purchase price payment due pursuant to Paragraph 3.1(a) of the
Agreement, the amount of Six Hundred Thousand Dollars ($600,000.00)
until such time as these Assets are delivered free and clear of any
Encumbrances. This amoun
