CONTINGENT EXTENSION AGREEMENT
THIS CONTINGENT EXTENSION AGREEMENT is made and entered into effective the
2nd day of June, 1998 by and between PROFLIGHT MEDICAL RESPONSE, INC., a
Colorado corporation formerly known as PROFLIGHT, INC., ('Proflight') whose
address is 7211 Peoria, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ Three,
L.L.C. (which is hereinafter referred to, together with each subsequent holder
of this note, as 'Holder') whose address is ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
RECITALS:
1. On February 6, 1997, Proflight executed its Promissory Note in favor of
Holder in the amount of $150,000.00 calling for monthly payments due on the
fifth (5th) day of each month of interest only at the rate of three percent (3%)
per month payable at a rate equal to one dollar for each one thousand dollars
loaned to Proflight by Holder (the 'February 1997 Promissory Note'). The due
date for payment of all outstanding principal and accrued interest was first
extended to January 31, 1998 and later extended to May 31, 1998 or upon
Proflight's receipt of proceeds generated by the Initial Public Offering of
common stock in Proflight, whichever was earlier.
2. On November 17, 1997, Proflight executed its Promissory Note in favor of
Holder in the amount of $75,000.00 calling for monthly payments due on the fifth
(5th) day of each month of interest only at the rate of three percent (3%) per
month payable at a rate equal to one dollar for each one thousand dollars loaned
to Proflight by Holder (the 'November 1997 Promissory Note'). Payment of all
principal and accrued interest was originally due January 31, 1998 and later
extended to May 31, 1998 or upon Proflight's receipt of proceeds generated by
the Initial Public Offering of common stock in Proflight, whichever was earlier.
3. Subject to the terms and conditions stated below, the Parties have
determined it to be in their mutual best interests to extend the due dates for
repayment of the February 1997 Promissory Note and the November 1997 Promissory
Note from May 31, 1998 to June 30, 1998 or upon Proflight's receipt of proceeds
generated by the Initial Public Offering of common stock in Proflight, whichever
is earlier, subject to the contingencies hereinafter set forth.
NOW THEREFORE, in consideration of their mutual promises and covenants, the
sufficiency of which is hereby acknowledged, the Parties hereto agree as
follows:
The due dates for payment of the entire outstanding indebtedness evidenced
by the February 1997 Promissory Note and the November 1997 Promissory Note
including principal, accrued interest, filing and related fees shall be due and
are hereby extended to be payable on June 30, 1998 or upon the receipt of
proceeds
generated by the Initial Public Offering of common stock in Proflight,
whichever is earlier. In the event of default of the payment obligations under
this Contingent Extension Agreement, interest shall accrue at the default
interest rate of five percent (5%) per month effective June 1, 1998.
Notwithstanding anything herein to the contrary, the February 1997
Promissory Note and the November 1997 Promissory Note shall be due and payable
upon demand upon the happening of any of the following events:
1. The Federal Securities and Exchange Commission fails to approve the
issuance of the Initial Public Offering of Proflight; or
2. The underwriter fails to finalize the Underwriting Agreement to issue the
Initial Public Offering of Proflight within five (5) days of receipt of
notice of approval of the offering by the Securities and Exchange
Commission; or
3. The underwriter fails to assign an effective date for issuance of the
Initial Public Offering within five (5) days of receipt of notice of
approval of the offering by the Securities and Exchange Commission.
Dated this____day of June, 1998.
Proflight Medical Response, Inc. ▇▇▇▇ Three, LLC
by: by:
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its: CFO its: Manager
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