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Exhibit
10.6
EXECUTION COPY
AMENDMENT NO. 1 (this
“ Amendment No. 1 ”) dated as of
May 18, 2007 to the LETTER OF CREDIT REIMBURSEMENT,
GUARANTEE, SECURITY AND PLEDGE AGREEMENT dated as of
March 16, 2007 (as amended hereby, the “
Reimbursement Agreement ”), between CUSTODIAL TRUST
COMPANY (“ Bank ”), a bank and trust company
organized and existing under the laws of the State of New Jersey,
MEDICAL SOLUTIONS MANAGEMENT INC. , a corporation organized
and existing under the laws of the State of Nevada (“
Applicant ”), and VICIS CAPITAL MASTER FUND , a
sub-trust of Vicis Capital Series Master Trust, a unit trust
organized and existing under the laws of the Cayman Islands
(“ Guarantor ”).
WHEREAS , in an
original application dated March 16, 2007, Applicant requested
that Bank issue its irrevocable standby letter of credit number
00034 (the “ Letter of Credit ”) as specified in
said application; and
WHEREAS , Bank, with
the permission of Beneficiary, issued the Letter of Credit in
accordance with said application and may be willing to amend the
Letter of Credit from time to time in accordance with terms
specified in succeeding applications and with Beneficiary’s
consent;
WHEREAS , in
connection therewith, the parties hereto wish to amend the
Reimbursement Agreement as set forth herein;
NOW, THEREFORE , the
parties hereto hereby agree as follows:
1. DEFINITIONS
. All capitalized terms not otherwise specifically defined in this
Amendment No. 1 shall have the meanings set forth in the
Reimbursement Agreement.
2. AMENDMENT .
The first recital of the Reimbursement Agreement is
hereby
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