Exhibit 10.02(f)
FORBEARANCE
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Reference is hereby made to those certain promissory notes (the "Promissory
Notes") in the original aggregate principal amount of $2,699,740.35 issued by
Occupational Health + Rehabilitation Inc ("Obligor") pursuant to that certain
Series A Convertible Preferred Stock Repurchase Agreement among Obligor and the
Sellers listed on Schedule I thereto (each such Seller a "Holder" and
collectively, the "Holders") dated as of March 24, 2003 (the "Repurchase
Agreement").
Obligor has, from time to time since March 24, 2004, paid less than the
full amount of the principal and accrued interest due on the Promissory Notes
when due, including the final installment which was due September 24, 2004. As
of March 7, 2005, the aggregate amount outstanding on the Promissory Notes
included $674,826.90 of principal and $20,807.16 of accrued interest.
Effective March 30, 2004, Obligor received a waiver from the Holders
pursuant to which they agreed that, prior to April 1, 2005, they would not
pursue any remedies related to the failure to make a full installment payment on
the Promissory Notes when due.
Obligor agrees to pay the aggregate principal amount and accrued and unpaid
interest as soon as practicable, but in no event later that December 31, 2005.
Based, however, on its prudent business judgment for the uses of its projected
cash resources and the limitations imposed on it under Obligor's revolving line
of credit with CapitalSource Finance, LLC ("CapitalSource"), Obligor expects
that its financial condition will necessitate paying the amounts due on the
Promissory Notes in installments during 2005.
CapitalSource has agreed to waive the cross default occasioned by the
failure to pay the full amounts due on the Promissory Notes provided the
requisite Holders have executed this forbearance. The Promissory Notes issued
pursuant to the Repurchase Agreement may be amended as to all noteholders with
the written consent of Holders whose aggregate face value equals or exceeds
66-2/3% of the aggregate face value of all the Promissory Notes issued under the
Repurchase Agreement. This forbearance, which may be signed in one or more
counterparts, is effective when signed by such required Holders and when so
effective constitutes an amendment to the Promissory Notes.
While the applicable annual interest rate on the Promissory Notes has
increased from 8% to 15% until paid in full, by execution of this forbearance,
the Holders agree to forbear until December 31, 2005 from exercising any
remedies under or in connection with the Promissory Notes (other than the
accrual of interest at the 15% per annum default rate) resulting from Obligor's
failure to make payments of principal and accrued interest when due.
Notwithstanding anything contained herein to the contrary or any election
by the Holders of any remedy or remedies under the Promissory Notes, the Holders
hereby reserve all of their rights and remedies, at law or in equity, under the
Promissory Notes and related agreements, all of which rights and remedies will
be cumulative.
Dated as of March 7, 2005
***
_______________________________
Print Name of Noteholder
By:____________________________
Title:_________________________
***Each of the following Note holders, constituting 86.35% in interest of
the Notes, executed the Forbearance:
Xxxxxx, Xxxxxxx Strategic Partners Fund, L.P.
Strategic Associates L.P.
Venrock Associates
Venrock Associates II, L.P.
BancBoston Ventures Inc. , a subsidiary of Bank of America Corporation
The Venture Capital Fund of New England III, L.P.
Pantheon Global PCC Limited re Pantheon Secondary Interests Cell
