TRI-PARTY AGREEMENTTri-Party Agreement • June 7th, 2006 • Southland Health Services, Inc. • Maryland
THIS TRI-PARTY AGREEMENT (this “Agreement”) is made and entered into as of February 3, 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 (“Purchaser”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Lender”).
FORBEARANCE AGREEMENTLetter Agreement • June 7th, 2006 • Southland Health Services, Inc. • Maryland
THIS FORBEARANCE AGREEMENT (this “Agreement”) is made and entered into as of May 31, 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”).
FORBEARANCE AGREEMENT NO. 3Letter Agreement • June 7th, 2006 • Southland Health Services, Inc. • Maryland
THIS FORBEARANCE AGREEMENT No. 3 (this “Agreement”) is made and entered into as of September 1, 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”).
ASSET PURCHASE AGREEMENT between SOUTHLAND HEALTH SERVICES, LLC (A MISSISSIPPI LIMITED LIABILITY COMPANY) And QUALITY CARE AMBULANCE SERVICES, INC. (A TENNESSEE CORPORATION)Asset Purchase Agreement • June 7th, 2006 • Southland Health Services, Inc. • Mississippi
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of May 2, 2004 between QUALITY CARE. AMBULANCE SERVICES, INC., a Tennessee corporation (“Seller”), and Southland Health Services, LLC, a Mississippi Limited Liability Company (“Purchaser”), upon the following terms and conditions:
AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENTRestructuring Agreement • June 7th, 2006 • Southland Health Services, Inc.
This AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT (this “Amendment”) is dated as of April 29, 2005, and entered into 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”) (“CF” and “EF”, and their successors, endorsers, transferees, affiliates and assigns, collectively, “GECC”).
RESTRUCTURING AGREEMENTRestructuring Agreement • June 7th, 2006 • Southland Health Services, Inc. • Maryland
THIS RESTRUCTURING AGREEMENT (this “Agreement”) is made and entered into as of March 18, 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”).
FORBEARANCE AGREEMENT NO. 2Letter Agreement • June 7th, 2006 • Southland Health Services, Inc. • Maryland
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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 7th, 2006 • Southland Health Services, Inc. • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into effective as of July 15, 2005 by and between 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, “Emergystat”), BAD TOYS HOLDINGS, INC., a Nevada corporation (“Bad Toys”) (in this Agreement, Emergystat and Bad Toys shall be referred to collectively as “Indemnitor”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES CF (“Indemnitee”).
FORBEARANCE AGREEMENT NO. 4Letter Agreement • June 7th, 2006 • Southland Health Services, Inc. • Maryland
THIS FORBEARANCE AGREEMENT No. 4 (this “Agreement”) is made and entered into as of October 1, 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”).
FORBEARANCE AGREEMENT NO. 5Letter Agreement • June 7th, 2006 • Southland Health Services, Inc. • Maryland
THIS FORBEARANCE AGREEMENT No. 5 (this “Agreement”) is made and entered into as of November 1, 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”).
COMMON STOCK EXCHANGE AGREEMENT by and between SOUTHLAND HEALTH SERVICES, INC. And THE SHAREHOLDERS OF EMERGYSTAT, INC. AND EMERGYSTAT OF SULLIGENT, INC. Dated as of May 2, 2004Common Stock Exchange Agreement • June 7th, 2006 • Southland Health Services, Inc. • Delaware
This COMMON STOCK EXCHANGE AGREEMENT (“Agreement”) is made and entered into as of the 2nd day of May, 2004, by and between Southland Health Services, Inc., a Delaware corporation (“Company”), and the Shareholders of EmergyStat, Inc., a Mississippi corporation, and EmergyStat of Sulligent, Inc. (collectively “EmergyStat”).
CONTRIBUTION AND STOCK AGREEMENT by and between SOUTHLAND HEALTH SERVICES, INC. and ROY JOSEPH CERONE, AS THE SOLE MEMBER OF SOUTHLAND HEALTH SERVICES, LLC, A MISSISSIPPI LIMITED LIABILITY COMPANY Dated as of May 2, 2004Contribution and Stock Exchange Agreement • June 7th, 2006 • Southland Health Services, Inc. • Delaware
This CONTRIBUTION AND STOCK EXCHANGE AGREEMENT (“Agreement”) is made and entered into as of the 2nd day of May, 2004, by and between Southland Health Services, inc., a Delaware corporation (“Company”), and Roy Joseph Cerone (“Cerone”), the sole member of Southland Health Services, LLC. a Mississippi limited liability company (“Southland LLC”), upon the following terms and conditions.
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger and Plan of Reorganization • June 7th, 2006 • Southland Health Services, Inc. • Florida
This AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of May 24, 2006 between Southland Health Services, Inc., a Delaware corporation with a mailing address of 2344 Woodridge Avenue, Kingsport, Tennessee 37664 (“Southland Delaware”), and Southland Health Services, Inc., a Florida corporation with a mailing address of 2344 Woodridge Avenue, Kingsport, Tennessee 37664 (“Southland Florida”). Southland Delaware and Southland Florida are from time to time herein referred to as the “Constituent Corporations.”
