THIRD AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 17th, 2024 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities • New York
NOTE PURCHASE AGREEMENT, dated as of April 17, 2023 (this “Agreement”), by and among ATI PHYSICAL THERAPY, INC., a Delaware corporation (the “Issuer”), ATI HOLDINGS ACQUISITION, INC., a Delaware corporation (“Opco”), WILCO HOLDCO, INC. (“Intermediate Parent”), WILCO INTERMEDIATE HOLDINGS, INC., Inc., a Delaware corporation (“Holdings”), the institutions from time to time party hereto as Purchasers and WILMINGTON SAVINGS FUND SOCIETY, FSB (“WSFS”), in its capacities as purchaser representative and collateral agent for the Purchasers and the other Secured Parties (in its capacities as purchaser representative and collateral agent, the “Purchaser Representative”).
AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO PARENT LOAN GUARANTYCredit Agreement • December 17th, 2024 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities • New York
ESCROW AGREEMENTEscrow Agreement • December 17th, 2024 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities • Delaware
This Escrow Agreement, dated this 12th day of December, 2024 (the “Escrow Agreement”), is entered into by and among ATI Physical Therapy, Inc., a Delaware Corporation (“ATI”), Caspian Capital Solutions Fund L.P. (“Caspian”), Onex Capital Solutions Holdings, LP (“Onex,” and together with Caspian, the “Purchaser Parties,” and each individually, a “Purchaser Party,” and the Purchaser Parties, together with ATI, the “Parties,” and each individually, a “Party”), and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as escrow agent (“Escrow Agent”). Unless otherwise specified, capitalized terms used but not defined herein have the respective meanings specified in the Third Amendment to Note Purchase Agreement, dated as of the date hereof (the “Third Amendment”) by and among ATI, the other parties thereto and Wilmington Savings Fund Society, FSB, as purchaser representative (the “Purchase Representative”), which amends that certai
