Exhibit 10.12
WAIVER
DATED AS OF OCTOBER 9,
2009
IN RESPECT OF
AMENDED AND RESTATED LOAN
AGREEMENT
BY AND AMONG
NY HYPERBARIC, LLC, FOREST HILLS
HYPERBARIC, LLC, SCRANTON HYPERBARIC LLC, JFK HYPERBARIC LLC,
TRENTON HYPERBARIC, LLC, NEWARK BI LLC, PASSAIC HYPERBARIC, LLC, ST
JOSEPHS HYPERBARIC LLC, GREATER BRONX HYPERBARIC LLC (f/k/a
Montefiore Hyperbaric LLC), ELISE KING, LLC, SOUTH NASSAU
HYPERBARIC, LLC, NEW YORK HYPERBARIC AND WOUND CARE CENTERS LLC,
NEW YORK HYPERBARIC AND WOUND CARE CENTERS, L.L.C., VB HYPERBARIC,
LLC, EIN HYPERBARIC LLC, MAIMONIDES HYPERBARIC, LLC, THE SQUARE
HYPERBARIC, LLC, SOUTH N HYPERBARIC LLC, MUHLENBERG HYPERBARIC LLC,
LOWELL HYPERBARIC LLC., THE CENTER FOR WOUND HEALING I, LLC (f/k/a
Modern Medical, LLC), THE CENTER FOR WOUND HEALING II, LLC (f/k/a
Modern Medical Specialties, LLC), NJ HYPERBARIC, LLC, FAR ROCKAWAY
HYPERBARIC, LLC, ATLANTIC HYPERBARIC, LLC, ATLANTIC ASSOCIATES,
LLC, CEF PRODUCTS, LLC, CMC HYPERBARIC, LLC, PENNSYLVANIA
HYPERBARIC, LLC, HYPERBARIC, LLC (a/k/a Massachusetts Hyperbaric,
LLC) and MEADOWLANDS HYPERBARIC, LLC, BAYONNE HYPERBARIC, LLC,
RARITAN BAY HYPERBARIC, LLC, CFWH MEZZANINE, LLC, SOUTH OCEAN
COUNTY HYPERBARIC, LLC, THE CENTER FOR WOUND HEALING,
INC.
AND
SIGNATURE BANK
THIS WAIVER (the “Waiver”) made as
of the 9th day of October, 2009 by and among NY HYPERBARIC, LLC,
FOREST HILLS HYPERBARIC, LLC, SCRANTON HYPERBARIC LLC, JFK
HYPERBARIC LLC, TRENTON HYPERBARIC, LLC, NEWARK BI LLC, PASSAIC
HYPERBARIC, LLC, ST JOSEPHS HYPERBARIC LLC, GREATER BRONX
HYPERBARIC LLC (f/k/a Montefiore Hyperbaric LLC), ELISE KING, LLC,
SOUTH NASSAU HYPERBARIC, LLC, NEW YORK HYPERBARIC AND WOUND CARE
CENTERS LLC, NEW YORK HYPERBARIC AND WOUND CARE CENTERS, L.L.C., VB
HYPERBARIC, LLC, EIN HYPERBARIC LLC, MAIMONIDES HYPERBARIC, LLC,
THE SQUARE HYPERBARIC, LLC, SOUTH N HYPERBARIC LLC, MUHLENBERG
HYPERBARIC LLC, LOWELL HYPERBARIC LLC., THE CENTER FOR WOUND
HEALING I, LLC (f/k/a Modern Medical, LLC), THE CENTER FOR WOUND
HEALING II, LLC (f/k/a Modern Medical Specialties, LLC), NJ
HYPERBARIC, LLC, FAR ROCKAWAY HYPERBARIC, LLC, ATLANTIC HYPERBARIC,
LLC, ATLANTIC ASSOCIATES, LLC, CEF PRODUCTS, LLC, CMC HYPERBARIC,
LLC, PENNSYLVANIA HYPERBARIC, LLC, HYPERBARIC, LLC (a/k/a
Massachusetts Hyperbaric, LLC), MEADOWLANDS HYPERBARIC, LLC,
BAYONNE HYPERBARIC, LLC, RARITAN BAY HYPERBARIC, LLC, CFWH
MEZZANINE, LLC, SOUTH OCEAN COUNTY HYPERBARIC, LLC,
and THE CENTER FOR WOUND HEALING, INC., each with a place of
business at 155 White plains Road, Tarrytown, NY 10591
(the foregoing Persons, individually and collectively, the
“Borrower”), and SIGNATURE BANK, a New York bank having
an office at 1225 Franklin Avenue, Garden City, New York 11530 (the
“Bank”).
WITNESSETH:
WHEREAS, certain of the entities comprising the
Borrower and the Bank entered into a Amended and Restated Loan
Agreement dated as of June 17, 2005 as amended by a First Amendment
dated as of April 7, 2006, a Second Amendment dated as of February
1, 2007, a Third Amendment and Waiver dated as of May 29, 2007, a
Fourth Amendment and Waiver dated as of July 31, 2007, a Fifth
Amendment dated as of October 11, 2007, a Sixth Amendment dated as
of March 19, 2008, a Seventh Amendment dated as of March 31, 2008
and an Eighth Amendment dated as of December 18, 2008
(collectively, the “Agreement”), providing for certain
financial accommodations to the Borrower and which Agreement is now
in full force and effect; and
WHEREAS, the Borrower and the Bank desire that
the Bank waives the Borrowers’ non-compliance with a certain
provision of the Agreement on the terms and conditions hereinafter
set forth;
NOW, THEREFORE, in consideration of the premises
and the agreements hereinafter set forth and for other good and
valuable consideration, the parties hereto agree as
follows:
1. As
used in this Waiver, capitalized terms, unl
