AGREEMENT
This Agreement is made this 29th day of March, 2002, by and between
Mestek, Inc., a Pennsylvania corporation ("Mestek") and ▇▇▇▇ ▇. ▇▇▇▇, an
individual residing in Massachusetts ("▇▇▇▇").
A. Each of Mestek and ▇▇▇▇ have an investment in CareCentric, Inc., a Delaware
corporation.
▇. ▇▇▇▇ has provided a credit line to CareCentric that is subject to a
declaration of default and is not currently eligible for further funding.
▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇▇ Bank, where ▇▇▇▇ is
a director, the payment of which is guaranteed by Mestek.
D. CareCentric has requested that its short-term obligations to Mestek and ▇▇▇▇
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 ▇▇▇▇ (the "Transaction").
NOW, THEREFORE, the parties hereto, intending to be legally bound, for good and
adequate consideration to hereby agree as follows:
1. ▇▇▇▇ Forebearance. ▇▇▇▇ 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, ▇▇▇▇ 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 ▇▇▇▇ Agreements. ▇▇▇▇ further agrees to use his good offices to
advocate for the continued extension of credit by ▇▇▇▇▇▇▇▇▇▇ Bank to
CareCentric as warranted by the financial condition of CareCentric.
3. ▇▇▇▇ Committment. ▇▇▇▇ 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 "▇▇▇▇
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 ▇▇▇▇ Commitment
Letter, the restructuring of existing debt, the recapitalization of the
Series D Preferred Stock of CareCentric and the pay-down of CareCentric's
▇▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇,
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/ ▇.▇▇▇▇▇ DEWEY___________ /S/ ▇▇▇▇ ▇. REED_________
▇▇▇▇ ▇. ▇▇▇▇
Its: PRESIDENT AND COO_________
