EXHIBIT 10.46.2
FIRST AMENDMENT TO CONVERTIBLE NOTE AGREEMENT
AND CONVERTIBLE PROMISSORY NOTE
This First Amendment to that certain Convertible Note Agreement dated
August 8, 2000 (the "Credit Agreement") and that certain Convertible Promissory
Note dated August 8, 2000 (the "Note") is made and entered into as of the 21st
day of January, 2002 by and between CareCentric, Inc. (formerly known as ▇▇▇▇▇▇▇
Central Holdings, Inc.) ("Borrower") and ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇ ("▇'▇▇▇▇▇▇▇").
WITNESSETH:
WHEREAS, Borrower and ▇'▇▇▇▇▇▇▇ entered into the Credit Agreement and
Borrower executed the Note in favor of ▇'▇▇▇▇▇▇▇;
WHEREAS, the parties desire to amend certain terms of the Credit Agreement
and the Note on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Exhibit A to the Credit Agreement, which is the Note, shall be amended
by this First Amendment without requiring re-execution of the Note, as
follows:
(a) The first sentence of the first paragraph of the Note shall be
amended by deleting at the end thereof of the phrase "nine
percent (9%) per annum" and inserting in lieu thereof: "at a rate
per annum equal to the Prime Rate plus two percent (2%). `Prime
Rate' means the fluctuating prime rate of interest established by
▇▇▇▇▇▇▇▇▇▇ Bank & Trust Company from time to time whether or not
such rate shall be otherwise published."
(b) After the second sentence of the first paragraph of the Note, the
following sentence shall be added: "However, for the calendar
quarters ending in the year 2002, one-half of accrued interest
shall be payable at the end of each calendar quarter, and the
balance shall be due and payable at December 31, 2003 at the
choice of Lender, either (a) in cash promptly, or (b) by
conversion to an "obligation" under the terms of this Note and
the Agreement (as referenced below) through the delivery of an
appropriate promissory note."
(c) Clause (i) of the second sentence of the fourth paragraph of the
Note shall be deleted and the following shall be inserted in lieu
thereof: "the Prime Rate plus two percent (2%) interest rate
described in the first paragraph above shall be increased to a
rate per annum equal to the Prime Rate plus five percent (5%) for
as long as the Event of Default continues".
2. Except as specifically amended hereby or otherwise agreed, the terms
and conditions of and obligations created under the Credit Agreement
and the Note are hereby ratified and confirmed and shall remain in
full force and effect according to their terms.
3. This First Amendment shall not waive nor be deemed to waive nor
otherwise affect in any manner whatsoever the effect, the terms and
conditions of that certain Subordination Agreement dated as of July
2000 by and between ▇'▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ Bank & Trust Company.
4. This First Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but
all of which shall constitute one and the same instrument. Delivery of
an executed counterpart to this First Amendment by telecopy shall be
effective as an original and shall constitute a representation that an
original will be delivered.
5. This First Amendment and the rights and obligations of the parties
under this First Amendment shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Delaware,
without reference to conflicts of law.
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this First Amendment to be duly executed and delivered as of the date first
above written.
BORROWER:
CARECENTRIC, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇, President
LENDER:
/s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇