Exhibit
10.73
[Bank of America
Letterhead]
April 1, 2009
ArthroCare Corporation
7500 Rialto Boulevard
Building Two, Suite 100
Austin, Texas 78735
Mr.
Richard Rew, Senior Vice-President and General Counsel
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Re:
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Credit Agreement dated as of January
13, 2006 (as amended by that certain First Amendment dated as of
December 18, 2007, that certain Second Amendment and Consent dated
as of November 26, 2008, that certain Waiver dated as of January
16, 2009 and as further amended, restated, supplemented or
otherwise modified prior to the date hereof, the “ Credit
Agreement ”) by and among ArthroCare Corporation, a
Delaware corporation, as Borrower (the “ Borrower
”), the banks and other financial institutions party thereto
from time to time, as Lenders (the “ Lenders ”)
and Bank of America, N.A., as Administrative Agent, Swing Line
Lender and L/C Issuer (the “ Administrative Agent
”). Each capitalized term used herein but not defined herein
shall be defined in accordance with the Credit
Agreement.
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Dear Messrs. Templer and
Rew:
This letter also references those
certain letters to the Borrower from the Administrative Agent dated
February 23, 2009 (the “ February 23 Letter ”)
and March 20, 2009 (the “ March 20 Letter ,” and
together with the February 23 Letter, the “ Default
Letters ”). As you are aware, pursuant to the Default
Letters the Administrative Agent notified you of the existence and
continuance of several Existing Events of Default (as defined in
the March 20 Letter) under the Credit Agreement. In the Default
Letters, the Administrative Agent further notified you that, by
virtue of the Existing Events of Default and in addition to any
pertinent provision of any other Loan Document, the Administrative
Agent and the Lenders were not required to, and did not intend to,
honor any request for any Credit Extension (other than the possible
extension/renewal of an existing Letter of Credit) and that, among
other things, the Administrative Agent was expressly reserving its
ability to exercise any further rights, powers, and/or remedies in
its sole discretion.
Consistent with the foregoing, this
letter is to further notify you that pursuant to Section 8.02 of
the Credit Agreement, the Administrative Agent, at the request of
the Required Lenders, hereby declares the commitment of each Lender
to ma
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