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FORBEARANCE AGREEMENT

Default Notice Forbearance Agreement

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This Default Notice Forbearance Agreement involves

FISCHER IMAGING CORP | COMVEST INVESTMENT PARTNERS II LLC

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Title: FORBEARANCE AGREEMENT
Date: 5/20/2005
Industry: HTHEQP     Sector: HEALTH

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Exhibit 10.30


FORBEARANCE AGREEMENT

        FORBEARANCE AGREEMENT (this "Agreement"), made and entered into as of this 20th day of May, 2005, by and between FISCHER IMAGING CORPORATION, a Delaware corporation (the "Company"), and COMVEST INVESTMENT PARTNERS II LLC, a Delaware limited liability company ("ComVest");

W I T N E S S E T H:

        WHEREAS, the Company and ComVest are parties to a Note and Warrant Purchase Agreement dated as of February 22, 2005 (as amended, the "Purchase Agreement"), pursuant to which, among other things, the Company has issued to ComVest two Senior Secured Promissory Notes in the aggregate principal amount of $7,000,000 (the "Notes"), and has granted to ComVest, as security for the payment of the Notes and related obligations, a first priority lien and security interest in substantially all of the Company's assets pursuant to a Security Agreement dated as of February 22, 2005 by the Company in favor of ComVest (the "Security Agreement"); and

        WHEREAS, pursuant to the Purchase Agreement, the Company has agreed to comply with certain covenants and agreements, the non-compliance with which would give rise to an Event of Default under and as defined in the Notes, thereby giving ComVest the right to declare the Notes to be immediately due and payable and to exercise all rights and remedies in respect of the collateral pursuant to the Security Agreement; and

        WHEREAS, there has occurred an Event of Default under the Notes by reason of the Company's EBITDA for the quarter ended March 31, 2005 being in an amount which is less than the required minimum EBITDA of $(2,000,000) pursuant to Section 5.11(i) of the Purchase Agreement (the "Existing Event of Default"); and

        WHEREAS, the Company has requested that ComVest refrain from exercising its rights and remedies in respect of the Existing Event of Default; and

        WHEREAS, ComVest is willing to forbear, on the terms and conditions set forth in this Agreement, from exercising such rights and remedies in respect of the Existing Event of Default, subject to the Company's compliance with the terms and conditions of this Agreement;

        NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows:

        1.     Recitals. Each of the Company and ComVest hereby confirms the accuracy of the statements made in the foregoing "WHEREAS" clauses, all of which are acknowledged to constitute an integral part of the substance of this Agreement.

        2.     Certain Waivers and Acknowledgments. In order to induce ComVest to enter into this Agreement and agree to the forbearance provided for herein, the Company hereby acknowledges and confirms, and represents and warrants, that:

        (a)   Each of the Transaction Documents (as such term is defined in the Purchase Agreement) is and remains the legal, valid and binding obligation of the Company, and is hereby reaffirmed as being in full force and effect in accordance with its terms; the entire $7,000,000 aggregate principal amount of the Notes, together with accrued interest through March 31, 2005 at the 8.5% per annum base rate provided in the Notes, and accrued interest from and after April 1, 2005 at the 11.5% per annum default rate provided in the Notes, remain outstanding on the date hereof, and the Company has no offsets, counterclaims or defenses which would in any manner defer, reduce or impair the Company's obligations in respect thereof.

        (b)   The Existing Event of Default has occurred and is continuing by reason of the failure of the Company to achieve the required minimum $(2,000,000) EBITDA pursuant to


 

Section 5.11(i) of the Purchase Agreement; and by reason of such Existing Event of Default, (i) ComVest has the right to declare the entire principal balance of the Notes, together with accrued interest thereon as hereinabove specified, to be immediately due and payable in accordance with Section 7(b) of the Notes, and (ii) all principal of and accrued interest under the Notes are currently due and payable without requirement of any notice or demand.

        (c)   By reason of the Existing Event of Default, ComVest has the right, in addition to all other rights and remedies, to (i) during the pendency of an Event of Default, refuse any further request by the Company for ComVest to purchase any further Additional Notes under and as defined in the Purchase Agreement, (ii) charge the default rate of interest under the Notes so long as the Existing Event of Default (and/or any other Event of Default) is continuing, and (iii) exercise all rights and remedies (including, without limitation, foreclosure) in respect of the collateral pledged pursuant to the Security

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