AGREEMENT
This Agreement is made this 29th day of March, 2002, by and between
Mestek, Inc., a Pennsylvania corporation ("Mestek") and Xxxx X. Xxxx, an
individual residing in Massachusetts ("Xxxx").
A. Each of Mestek and Xxxx have an investment in CareCentric, Inc., a Delaware
corporation.
X. Xxxx has provided a credit line to CareCentric that is subject to a
declaration
of default and is not currently eligible for further funding. Xxxx has also
provided short-term working capital to CareCentric in the first quarter of 2002.
Mestek has an interest in protecting its current investment by providing
short-term working capital to CareCentric.
C. CareCentric also obtained a credit
line from Xxxxxxxxxx Bank, where Xxxx is a director, the payment of which is
guaranteed by Mestek.
D. CareCentric has requested that its short-term obligations
to Mestek and Xxxx be refinanced to long-term financing. Mestek is willing to
make such a commitment to CareCentric in consideration of various terms and
conditions to re-capitalize and refinance its existing investment and certain
agreements of Xxxx (the "Transaction").
NOW, THEREFORE, the parties hereto, intending to be legally bound, for good and
adequate consideration to hereby agree as follows:
1. Xxxx Forebearance.
Xxxx hereby agrees, pending the period commencing the date
hereof to the closing of the Transaction, to forbear from declaring a default
under any of CareCentric's obligations to him and to waive any default
thereunder. In addition, Xxxx agrees that in any future actions to pursue
remedies regarding any CareCentric obligations to him, that he will give Mestek
prior written notice and seek to coordinate his actions with Mestek.
2. Other Xxxx Agreements.
Xxxx further agrees to use his good offices to advocate for the
continued extension of credit by Xxxxxxxxxx Bank to CareCentric as warranted by
the financial condition of CareCentric.
3. Xxxx Committment. Xxxx further agrees to submit to CareCentric,
simultaneously
with the submission of any similar commitment of Mestek, but not later than
April 12, 2002, a written and binding commitment (the "Xxxx Commitment Letter")
for the Transaction, including a credit facility for CareCentric of
approximately $900,000 of new money, on terms that are substantially similar to
those offered by Mestek and are otherwise acceptable to Mestek, including
substantially similar conditions and contingencies to the timing and
enforceability of the Xxxx Commitment Letter, the restructuring of existing
debt, the recapitalization of the Series D Preferred Stock of CareCentric and
the pay-down of CareCentric's Xxxxxxxxxx facility.
4. Transfer of Voting and Other Rights. In consideration of the foregoing
agreements, any one of which would be adequate, and the further conditions set
forth in this section, Mestek hereby agrees to transfer to Xxxx, effective the
date set forth above, all right, title and interest it has or may have in, to
and under all votes it has or may have in all matters to be voted upon by the
stockholders of CareCentric and any right it has to otherwise affect or
influence the appointment of members of or nominees to the Board of Directors of
CareCentric under the Certificate of Designations, Preferences and Rights of
Series B Preferred Stock of CareCentric, as amended, or otherwise, so long as
Mestek shall have any rights under the Series B Preferred Stock Certificate.
5. Effect of Transfer. This Agreement has no effect on the rights of Mestek
under
the other terms of the Certificate of Designations, Preferences and Rights of
Series B Preferred Stock of CareCentric, as amended, not specifically
transferred hereunder, nor under the Certificate of Designations, Preferences
and Rights of Series C Preferred Stock of CareCentric, as amended, nor any other
investment of Mestek in CareCentric.
6. Notice to CareCentric. Mestek shall give
CareCentric written notice of this Agreement transferring the Series B Preferred
Stock votes prior to the next record date.
MESTEK. INC.
By:_/S/ X.XXXXX DEWEY_________ /S/ XXXX X. REED__________
XXXX X. XXXX
Its: PRESIDENT AND COO
