Exhibit 10.2
FORBEARANCE AGREEMENT
THIS FORBEARANCE AGREEMENT (this "Agreement"), dated as of December 1, 2005, is
entered into among CURATIVE HEALTH SERVICES, INC., a Minnesota corporation
formerly known as Curative Holding Co. ("Holdings"), EBIOCARE.COM, INC., a
Delaware corporation ("eBioCare"), HEMOPHILIA ACCESS, INC., a Tennessee
corporation ("Hemophilia Access"), APEX THERAPEUTIC CARE, INC., a California
corporation ("Apex"), CHS SERVICES, INC., a Delaware corporation ("CHS"),
CURATIVE HEALTH SERVICES OF NEW YORK, INC., a New York corporation ("CHSNY"),
OPTIMAL CARE PLUS, INC., a Delaware corporation ("Optimal Care"),
INFINITY
INFUSION, LLC, a Delaware limited liability company ("Infinity"), INFINITY
INFUSION II, LLC, a Delaware limited liability company ("Infinity II"), INFINITY
INFUSION CARE, LTD., a Texas limited partnership ("Infinity Infusion"), MEDCARE,
INC., a Delaware corporation ("Medcare"), CURATIVE PHARMACY SERVICES, INC., a
Delaware corporation ("CPS"), CURATIVE HEALTH SERVICES CO., a Minnesota
corporation formerly known as Curative Health Services, Inc. ("CHSC"), CRITICAL
CARE SYSTEMS, INC., a Delaware corporation ("CCS") (Holdings, eBioCare,
Hemophilia Access, Apex, CHS, CHSNY, Optimal Care, Infinity, Infinity II,
Infinity Infusion, Medcare, CPS, CHSC and CCS are sometimes collectively
referred to herein as the "Borrowers" and individually as a "Borrower"),
CURATIVE HEALTH SERVICES III CO. ("Guarantor"), a Minnesota corporation, and
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("GE Capital"), as
Agent and Lender.
RECITALS:
WHEREAS, THE BORROWERS AND GE CAPITAL ARE PARTIES TO THAT CERTAIN AMENDED AND
RESTATED CREDIT AGREEMENT, DATED APRIL 23, 2004, AS AMENDED BY (I) THAT CERTAIN
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND COLLATERAL
DOCUMENTS DATED AS OF MAY 3, 2004, (II) THAT CERTAIN SECOND AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 30, 2004, (III) THAT CERTAIN
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 20,
2004 AND (IV) THAT CERTAIN FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT DATED AS OF DECEMBER 31, 2004 (AS SO AMENDED, THE "CREDIT AGREEMENT";
CAPITALIZED TERMS USED BUT NOT DEFINED IN THIS AGREEMENT HAVE THE MEANINGS GIVEN
IN THE CREDIT AGREEMENT), WHEREBY THE LENDERS HAVE MADE AVAILABLE A REVOLVING
CREDIT FACILITY AND OTHER FINANCIAL ACCOMMODATIONS TO THE BORROWERS, SUBJECT TO
THE TERMS AND CONDITIONS CONTAINED IN THE CREDIT AGREEMENT;
WHEREAS, THE BORROWERS, GUARANTOR AND GE CAPITAL ENTERED INTO THAT CERTAIN
WAIVER AGREEMENT DATED AS OF NOVEMBER 7, 2005, RESPECTING THE EXISTENCE OF
CERTAIN EVENTS OF DEFAULT UNDER THE CREDIT AGREEMENT (THE "WAIVER AGREEMENT");
WHEREAS, THE BORROWERS AND THE GUARANTOR HEREBY ACKNOWLEDGE AND CONFIRM THAT
EVENTS OF DEFAULT HAVE OCCURRED AND ARE CONTINUING UNDER SECTION 8.1 OF THE
CREDIT AGREEMENT INCLUDING BUT NOT LIMITED TO THOSE OCCURRING AS A RESULT OF THE
EXPIRATION OF THE TEMPORARY WAIVER, THE EXPIRATION OF THE WAIVER PERIOD AND THE
CONTINUED EXISTENCE OF THE NOVEMBER NOTE INTEREST PAYMENT DEFAULT (AS SUCH TERMS
ARE DEFINED IN THE WAIVER AGREEMENT (REFERRED TO AS THE
1
"EXISTING DEFAULTS").
THE BORROWERS AND GUARANTOR FURTHER WAIVE NOTICE OF
DEFAULT RESPECTING THE EXISTING DEFAULTS AND ACKNOWLEDGE AND CONFIRM THAT NONE
OF SUCH EXISTING DEFAULTS HAVE BEEN WAIVED BY LENDERS OR CURED BY THE BORROWERS
AND THAT THE