CAPITAL TEMPFUNDS a division of CAPITAL FACTORS LLC, One Brixam Green, 15800 John J. Delaney Drive, Suite 300, Charlotte, North Carolina 28277 October 20 2005
EXHIBIT
10.52
CAPITAL
TEMPFUNDS
a
division of CAPITAL FACTORS LLC,
One
Brixam Green, 15800 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
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October
20 2005
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▇. ▇▇▇▇▇▇▇▇, CFO
Stratus
Services Group, Inc.
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Re:
AMENDED AND RESTATED FORBEARANCE AGREEMENT (the “Forbearance Agreement”), dated
as of August 11, 2005, as amended as of August 25, 2005, September 1, 2005,
September 8, 2005, September 15, 2005, September 29, 2005, October 6, 2005
and
October 12, 2005 by and between CAPITAL TEMPFUNDS, a division of CAPITAL FACTORS
LLC, (“Capital”), and STRATUS SERVICES GROUP, INC. (“Borrower”)
Dear
▇▇.
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It
is
mutually agreed between the parties hereto that the Forbearance Agreement be
further amended as follows (all capitalized terms not defined herein shall
have
the meaning given such term in the Forbearance Agreement):
| a) |
Clause
(a) of the first sentence Section 3 of the Forbearance Agreement, is
hereby further amended to replace “October 21, 2005” with “November 4,
2005”;
|
| b) |
In
consideration of the additional forbearance referred to herein, Borrower
hereby authorizes Capital to charge Borrower’s loan account with an
additional Forbearance Fee of $50,000 upon the execution of this letter
agreement.
|
The
Borrower hereby represents and warrants to Capital that, after giving effect
to
this letter agreement, no Default or Event of Default other than the Designated
Defaults has occurred and is continuing. Borrower hereby acknowledges and agrees
that a breach of the representation and warranty set forth herein shall
constitute a Forbearance Default under the Forbearance Agreement and an Event
of
Default under the Loan Agreement. This letter agreement shall not be deemed
to
be a waiver, amendment or modification of, or consent to or departure from,
any
provisions of the Loan Agreement, the Forbearance Agreement or any other Loan
Document or to be a waiver of any
Forbearance
Default under the Forbearance Agreement or Default or Event of Default under
the
Loan Agreement or any other Loan Document whether arising before or after the
date hereof (except for the specific amendment referenced above in this letter
agreement), and this letter agreement shall not preclude the future exercise
of
any right, remedy, power or privilege available to Capital whether under the
Forbearance Agreement, the Loan Agreement, the other Loan Documents or
otherwise. All capitalized terms not otherwise defined herein shall have the
meanings given to them in the Forbearance Agreement.
This
letter agreement shall be deemed to be a Loan Document for all purposes. This
letter agreement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which taken together shall constitute
one
and the same agreement. Any signature delivered by a party by facsimile
transmission shall be deemed to be an original signature hereto.
If
the
above provisions are satisfactory to you, please execute this letter agreement
as set forth below and return it to Capital.
Capital
TempFunds, a division of Capital Factors, LLC
By: /s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: Vice
President
Acknowledged
and Agreed:
Stratus
Service Group, Inc.
By: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Its: Exec.
VP & CFO
s/
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▇.
▇▇▇▇▇▇▇, Individually