PRIME REFRACTIVE MANAGEMENT, L.L.C. LOAN AGREEMENT $14,000,000.00 ADVANCING TERM LOAN BANK OF AMERICA, N.A. as Administrative Agent BANKBOSTON, N.A. as Documentation AgentLoan Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec • Texas
LIMITED LIABILITY COMPANY AGREEMENT OF PRIME/BDEC ACQUISITION, L.L.C. Organized under the Delaware Limited Liability Company Act (the "Act"). ARTICLE I. NAME AND LOCATION Section 1.1. Name. The name of this limited liability company is Prime/BDEC...Limited Liability Company Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec
CONTRIBUTION AGREEMENTContribution Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec • Texas
GUARANTY AGREEMENT WHEREAS, PRIME REFRACTIVE MANAGEMENT, L.L.C., a Delaware limited liability company ("Borrower"), has entered into a Loan Agreement of even date herewith with certain banks and other lending institutions which are or may from time to...Guaranty Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec • Texas
ARTICLE IPledge and Security Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec • Texas
OFLimited Partnership Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec • Texas
FOURTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF SAN DIEGO LITHOTRIPTERS LIMITED PARTNERSHIP THIS AMENDMENT, effective as of the 15TH day of February, 1999, is entered into by and among Lithotripters, Inc., a North Carolina corporation and the...Agreement of Limited Partnership • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec
NON-COMPETITION AGREEMENT This Non-Competition Agreement (this "Agreement") is entered into as of the 1st day of September, 1999 (the "Effective Date"), by Scott A. Perkins, M.D. (the "Equity Holder"), who is an equity owner of Barnet Dulaney Eye...Non-Competition Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec • Texas
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec
NOTE $1,575,000.00 Dallas, Texas January 31, 2000 FOR VALUE RECEIVED, the undersigned, PRIME REFRACTIVE MANAGEMENT, L.L.C., a Delaware limited liability company ("Maker"), hereby promises to pay to the order of FLEET NATIONAL BANK ("Payee"), at the...Promissory Note • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec
This Note has been executed and delivered by Maker pursuant to the terms of that certain Loan Agreement of even date herewith among Maker, Payee, the Administrative Agent, BankBoston, N.A., as Documentation Agent, and each of the other Lenders which is or may become a party thereto or any successor or assignee thereof (as the same may be amended, supplemented or modified from time to time, the "Agreement") and is one of the Notes described therein. Capitalized terms used and not otherwise defined herein shall have the same meanings as set forth in the Agreement.
1.5 Payments and Computations. Borrower shall make each payment hereunder and under the Working Capital Note on the day when due in lawful money of the United States of America to Lender at Lender's Address for Payment in same day funds. All...Loan Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec • Texas
NOTENote • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec
This Note has been executed and delivered by Maker pursuant to the terms of that certain Loan Agreement of even date herewith among Maker, Payee, the Administrative Agent, BankBoston, N.A., as Documentation Agent, and each of the other Lenders which is or may become a party thereto or any successor or assignee thereof (as the same may be amended, supplemented or modified from time to time, the "Agreement") and is one of the Notes described therein. Capitalized terms used and not otherwise defined herein shall have the same meanings as set forth in the Agreement.
ARTICLE IStock Purchase Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec • Texas
NOTELoan Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec
This Note has been executed and delivered by Maker pursuant to the terms of that certain Loan Agreement of even date herewith among Maker, Payee, the Administrative Agent, BankBoston, N.A., as Documentation Agent, and each of the other Lenders which is or may become a party thereto or any successor or assignee thereof (as the same may be amended, supplemented or modified from time to time, the "Agreement") and is one of the Notes described therein. Capitalized terms used and not otherwise defined herein shall have the same meanings as set forth in the Agreement.
Copyright Security Agreement GUARANTOR COPYRIGHT SECURITY AGREEMENT THIS GUARANTOR COPYRIGHT SECURITY AGREEMENT (the "Agreement") dated as of January 31, 2000, is executed by LITHOTRIPTERS, INC., a North Carolina corporation (the "Debtor"), for the...Copyright Security Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec
NOTE $5,375,000.00 Dallas, Texas January 31, 2000 FOR VALUE RECEIVED, the undersigned, PRIME MEDICAL SERVICES, INC., a Delaware corporation ("Maker"), hereby promises to pay to the order of FLEET NATIONAL BANK ("Payee"), at the offices of Bank of...Loan Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec
This Note has been executed and delivered by Maker pursuant to the terms of that certain Fourth Amended and Restated Loan Agreement of even date herewith among Maker, Payee, the Administrative Agent, BankBoston, N.A., as Documentation Agent, and each of the other Lenders which is or may become a party thereto or any successor or assignee thereof (as the same may be amended, supplemented or modified from time to time, the "Agreement") and is one of the Notes described therein. Capitalized terms used and not otherwise defined herein shall have the same meanings as set forth in the Agreement.
ASSIGNMENT AND SECURITY AGREEMENTAssignment and Security Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec • Texas
ARTICLE IGuarantor Security Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec • Texas
NOTE $8,600,000.00 Dallas, Texas January 31, 2000 FOR VALUE RECEIVED, the undersigned, PRIME MEDICAL SERVICES, INC., a Delaware corporation ("Maker"), hereby promises to pay to the order of COOPERATIVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A.,...Promissory Note • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec
This Note has been executed and delivered by Maker pursuant to the terms of that certain Fourth Amended and Restated Loan Agreement of even date herewith among Maker, Payee, the Administrative Agent, BankBoston, N.A., as Documentation Agent, and each of the other Lenders which is or may become a party thereto or any successor or assignee thereof (as the same may be amended, supplemented or modified from time to time, the "Agreement") and is one of the Notes described therein. Capitalized terms used and not otherwise defined herein shall have the same meanings as set forth in the Agreement.
ARTICLE IBorrower Security Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec • Texas
ANDCollocation Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec • Texas
NOTE $4,725,000.00 Dallas, Texas January 31, 2000 FOR VALUE RECEIVED, the undersigned, PRIME REFRACTIVE MANAGEMENT, L.L.C., a Delaware limited liability company ("Maker"), hereby promises to pay to the order of BANK OF AMERICA, N.A. ("Payee"), at the...Loan Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec
This Note has been executed and delivered by Maker pursuant to the terms of that certain Loan Agreement of even date herewith among Maker, Payee, the Administrative Agent, BankBoston, N.A., as Documentation Agent, and each of the other Lenders which is or may become a party thereto or any successor or assignee thereof (as the same may be amended, supplemented or modified from time to time, the "Agreement") and is one of the Notes described therein. Capitalized terms used and not otherwise defined herein shall have the same meanings as set forth in the Agreement.
FOURTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF FAYETTEVILLE LITHOTRIPTERS LIMITED PARTNERSHIP - SOUTH CAROLINA II THIS AMENDMENT, effective as of the 1st day of April, 1999, is entered into by and among Lithotripters, Inc., a North Carolina...Fourth Amendment to Agreement of Limited Partnership • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec
NOTENote • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec
This Note has been executed and delivered by Maker pursuant to the terms of that certain Fourth Amended and Restated Loan Agreement of even date herewith among Maker, Payee, the Administrative Agent, BankBoston, N.A., as Documentation Agent, and each of the other Lenders which is or may become a party thereto or any successor or assignee thereof (as the same may be amended, supplemented or modified from time to time, the "Agreement") and is one of the Notes described therein. Capitalized terms used and not otherwise defined herein shall have the same meanings as set forth in the Agreement.
SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF TEXAS LITHOTRIPSY LIMITED PARTNERSHIP VII, L.P.Agreement of Limited Partnership • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec
ARTICLE IMembership Interest Transfer Restriction Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec • Texas
OFAmendment to First Amended and Restated Agreement of Limited Partnership • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec
RECITALS:Exclusive Use Agreement • March 30th, 2000 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec • Texas
