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Forbearance Agreement No. 2

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Exhibit 10.5

FORBEARANCE AGREEMENT NO. 2

THIS FORBEARANCE AGREEMENT No. 2 (this " Agreement" ) is made and entered into as of July 15, 2005 by and among EMERGYSTAT, INC., a Mississippi corporation, EMERGYSTAT OF SULLIGENT, INC., an Alabama corporation, EXTENDED EMERGENCY MEDICAL SERVICES, INC., an Alabama corporation, MED EXPRESS OF MISSISSIPPI, LLC, a Mississippi limited liability company (collectively, " Borrower" ), BAD TOYS HOLDINGS, INC., a Nevada corporation (" Parent" ), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES CF (" CF" ), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES EF (" EF" ) (collectively, CF and EF and their successors, endorsees, transferees, affiliates, and assigns are referred to as " GECC" ).

RECITALS

FIRST: Borrower, Parent, and GECC are parties to that certain Restructuring Agreement, dated as of March 18, 2005, as amended by that certain Amendment No. 1 To Restructuring Agreement, dated as of April 29, 2005 (as amended, the " Restructuring Agreement" ). SECOND: Borrower has failed to make certain payments as required under the Restructuring Agreement (the " Restructuring Default" ). Borrower has been in default under the CF Documents for an extensive period of time pursuant to Existing Defaults (as that term is defined in the Forbearance Agreements) and other matters stated in the Forbearance Agreements, and CF is entitled to charge interest at, and interest is accruing and continues to accrue, at the Default Rate as defined in Section 1.16 of the Loan Agreement. Borrower has been in default under the EF Documents on account of the Emergystat Stock Purchase (as that term is defined in the Tri-Party Agreement) (the " Stock Purchase Default" ). THIRD: CF has made substantial and extensive financial accommodations to Borrower under the terms and conditions of the Forbearance Agreements, the Tri-Party Agreement, and the Restructuring Agreement. EF also has accommodated Borrower' s requests to forbear under the terms and conditions of the Restructuring Agreement and certain of the Forbearance Agreements. FOURTH: The forbearance period with respect to both the EF Obligations and the CF Obligations expired on July 15, 2005. FIFTH: In light of the expiration of the forbearance period, the continued existence of the Existing Defaults, the Enforcement Notice Default, and Borrower' s failure to comply with the terms and conditions of the Forbearance Agreements and the Restructuring Agreement: (i) GECC has no obligation of any kind to provide further funding or financial accommodations to Borrower under the GECC Documents or otherwise, (ii) GECC is entitled to declare the CF Obligations and the EF Obligations immediately due and payable, and (iii) GECC is entitled to exercise immediately its rights and remedies against Borrower and the Consolidation Note Collateral pursuant to any and all of the GECC Documents and applicable law on account of the Existing Defaults. SIXTH: Borrower and Parent have represented to GECC that: (i) Borrower continues to work diligently to resolve the Enforcement Notice, as well as the Unfunded Payroll Taxes, with the IRS, and (ii) Parent anticipates that proceeds from financing that it intends to obtain will be sufficient to pay in full the CF Obligations and the EF Obligations. SEVENTH: Borrower is asking GECC to continue to forbear from exercising its collection and other rights, and to continue to make advances under the CF Documents. GECC is willing to agree to this request by Borrower but only under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises and agreements, provisions and covenants herein contained, each of Borrower, Parent, and GECC agrees as follows:

1. Definitions. Unless otherwise defined in this Agreement or in the above Recitals, all capitalized terms used herein shall have the meanings ascribed to them in the Forbearance Agreements and the Restructuring Agreement as applicable. In addition, the following capitalized terms shall have the meanings set forth below:

1.1 " Existing Defaults" means (i) all Existing Defaults (as that term is defined in the Forbearance Agreements) and defaults with respect to other matters stated in the Forbearance Agreements, (ii) the Restructuring Default, and (iii) the Stock Purchase Default.

1.2 " Forbearance Agreements" means all of the forbearance letter agreements between CF and Borrower identified and set forth in Schedule " 1" attached hereto, and the Forbearance Agreement dated May 31, 2005 between Borrower, Parent, and GECC. 1.3 " GECC Documents" means all of the CF Documents, the EF Documents, the Consolidation Note, the Forbearance Agreements, the Restructuring Agreement, the Tri-Party Agreement, and all notes, loan agreements, security agreements, guaranties, deeds of trust, and other instruments and documents, executed and delivered in connection therewith in favor of CF and/or EF, whether such documents and instruments are now existing or hereafter created, as the same have been and may be further amended, replaced, supplemented or otherwise modified from time to time, including but not limited to the Restructuring Agreement.

1.4 " Pacific Capital Lawsuit" means Case No. 2:05CV103 pending in the United States District Court, Eastern District at Greeneville, Tennessee, captioned as Pacific Capital, L.P. v. Emergystat, Inc., et al ; and any other state or federal proceeding based on the same or similar factual allegations.

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2. Recitals . Each of Borrower and Parent hereby acknowledges that all of the Recitals stated above are true and accurate.

3. Limited Forbearance . Subject to all of the provisions of this Agreement, GECC will forbear from exercising its rights and remedies under the GECC Documents and otherwise with respect to the Existing Defaults and the Enforcement Notice Default, and subject to the terms and conditions of the CF Documents, CF will continue to make advances to Borrower, from July 15, 2005 through August 31, 2005 (the " Extended Forbearance Period" ) if, and only if, each and all of the following are satisfied timely and continue to be satisfied: 3.1 Scheduled Mandatory Payments Under Consolidation Note . 3.1.1 On or before July 29, 2005, Borrower shall pay to GECC, and Parent shall cause Borrower to pay to GECC, and GECC shall have received payment in full, in immediately available funds, of an amount equal to One Hundred Thousand Dollars ($100,000.00), all of which amount shall be applied by GECC to reduce permanently the CF Obligations. 3.1.2 On or before August 15, 2005, Borrower shall pay to GECC, and Parent shall cause Borrower to pay to GECC, and GECC shall have received payment in full, in immediately available funds, of an amount equal to One Hundred Thousand Dollars ($100,000.00), all of which amount shall be applied by GECC to reduce permanently the CF Obligations. 3.1.3 On or before August 31, 2005, Borrower shall pay to GECC, and Parent shall cause Borrower to pay to GECC, and GECC shall have received payment in full, in immediately available funds, of the entire amount of both the CF Obligations and the EF Obligations, as determined by CF and EF and in accordance with the GECC Documents. 3.1.4 Borrower shall continue to make regularly scheduled payments when due to GECC with respect to the EF Obligations until such time when GECC shall have received payment in full of the entire amount of the EF Obligations, and nothing contained in this Agreement shall be construed to excuse or extend the time or times when such regularly scheduled payments are due. 3.2 Forbearance Fee. As partial consideration for GECC' s agreement to continue to forbear from exercising its rights and remedies under the GECC Documents and to enter into this Agreement, Borrower and Parent shall pay GECC a forbearance fee (the " Forbearance Fee" ) in the total amount of Forty Thousand Dollars ($40,000.00). The Forbearance Fee is fully earned in its entire amount upon execution of this Agreement, and is part of the Obligations under the Loan Agreement and the other GECC Documents. The Forbearance Fee shall be paid as follows: (a) upon execution and delivery of this Agreement by Borrower and Parent to GECC, Borrower shall pay to GECC, and Parent shall cause Borrower to pay to GECC, and GECC shall have received payment in full, in immediately available funds, of an initial payment on the Forbearance Fee in the amount of Twenty Five Thousand Dollars ($25,000.00); and (b) on or before August 31, 2005, Borrower shall pay to GECC, and Parent shall cause Borrower to pay to GECC, and GECC shall have received payment in full, in immediately available funds, of the remaining amount of the Forbearance Fee in the amount of Fifteen Thousand Dollars ($15,000.00). Borrower hereby


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authorizes and instructs CF to make an advance under the Loan Agreement in order to pay the Forbearance Fee to GECC, and such advance shall constitute a Revolving Credit Loan (as that term is defined in the Loan Agreement).

3.3 Guarantor Consents . Upon execution and delivery of this Agreement by Borrower to GECC, Borrower shall deliver to GECC the Consent And Agreement Of Guarantor forms attached this Agreement duly executed by Johnny Glenn Crawford and Parent, respectively. 3.4 Lawsuit Status Reports . Commencing on Monday, July 18, 2005, and continuing on each Monday thereafter, Borrower shall deliver to GECC, in form, content, and detail satisfactory to GECC, written reports (executed and certified by Borrower' s authorized representatives) describing any and all actions, communications, and negotiations with Pacific Capital, L.P. regarding the Pacific Capital Lawsuit during the previous week, including but not limited to, any settlement proposals, proposed motions, dismissal discussions, and discussions regarding GECC as a defendant in the Pacific Capital Lawsuit. 3.5 Indemnity Agreement Regarding Lawsuit . On or before July 29, 2005, Borrower and Parent shall deliver to GECC an indemnity agreement (the " Indemnity Agreement" ) that shall provide, among other things, that Borrower and Parent shall indemnify GECC from any adverse judgment or loss suffered or incurred by GECC with respect to the Pacific Capital Lawsuit. The Indemnity Agreement shall be in form, content, and detail acceptable to GECC in its sole and absolute discretion.

3.6 Incorporation Of GECC Documents . During the Extended Forbearance Period, and unless expressly modified in this Agreement, Borrower shall comply with and satisfy, and shall continue to comply with and satisfy, all terms, conditions, and requirements of the GECC Documents, all without any waiver of or other effect upon GECC' s continuing rights thereunder and otherwise.

3.7 Resolution Of The Enforcement Notice . With respect to the Enforcement Notice (as defined in the Twentieth Forbearance Agreement), and in order to confirm the status of the Enforcement Notice and that Borrower is using its best efforts to resolve the Enforcement Notice, Borrower agrees to do the following: (i) continue to deliver to CF copies of any documents related to the Enforcement Notice, including, but not limited to, all communications between Borrower and the IRS regarding the Enforcement Notice, with such copies to be delivered to CF simultaneously with their submission by or delivery to Borrower, (ii) arrange for a teleconference(s) between Borrower, an authorized representative of the IRS, and CF to be held at such date(s) and time(s) reasonably requested by CF, to discuss the Enforcement Notice, (iii) hereby expressly authorizes CF to contact the IRS directly regarding the Enforcement Notice; and (iv) commencing on Friday, July 22, 2005, and on each Friday thereafter, to deliver to CF a detailed written report, in form, content, and detail satisfactory to CF (executed and certified by Borrower' s authorized representatives) describing the status of the Enforcement Notice and the Unfunded Payroll Taxes, all appeals, offers, or other actions Borrower has taken with respect to such matters, and of any response(s) or other communications Borrower has received from the IRS. Borrower understands, acknowledges, and agrees that if the IRS takes any action against Borrower or its assets at any time with respect to the Enforcement Notice or


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otherwise, GECC shall have no obligation to forbear from exercising, and GECC shall be entitled to exercise immediately, all of its rights and remedies under the Loan Agreement, the other GECC Documents, and this Agreement.

3.8 Continuing Obligations Regarding Unfunded Payroll Taxes . Borrower' s obligations regarding the Enforcement Notice in Section 3.7 above are in addition to Borrower' s continuing obligation to comply with and satisfy all terms of the Forbearance Agreements regarding the Unfunded Payroll Taxes, all of which remain in full force and effect. In addition to the foregoing, the non-compliance fee in the amount of $5,000 per week provided for in paragraph C.4. of the Fourteenth Forbearance Agreement will continue to accrue during the Extended Forbearance Period, and each such fee will be fully earned and due and payable in full by Borrower to CF on July 18, 2005, and continuing on each Monday thereafter, so long as Borrower has not obtained the release of any and all liens asserted b
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