EXHIBIT 10.32.1
FIRST AMENDMENT TO SECURED CONVERTIBLE CREDIT FACILITY AND SECURITY AGREEMENT
This First Amendment to Secured Convertible Credit Facility and Security
Agreement is made and entered is as of the 31st day of December, 2001 by and
between CareCentric, Inc. (formerly known as ▇▇▇▇▇▇▇ Central Holdings, Inc.)
("CareCentric"), CareCentric National, LLC (formerly known as ▇▇▇▇▇▇▇ Central
National, LLC) ("CareCentric National") and CareCentric Consulting, Inc.
(formerly known as ▇▇▇▇▇▇▇ Central Consulting, Inc.) ("CareCentric Consulting";
CareCentric, CareCentric National and CareCentric Consulting are collectively
referred to as "Borrower") and ▇▇▇▇ ▇. ▇▇▇▇ ("▇▇▇▇").
WITNESSETH:
WHEREAS, Borrower and ▇▇▇▇ entered into that certain Secured Convertible
Credit Facility and Security Agreement ("Credit Agreement") dated as of June 12,
2000;
WHEREAS, the parties desire to amend certain terms of the Credit Agreement
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. In the definition of "Obligations" in Section 1 of the Credit Agreement,
the phrase "or any promissory note from Borrower to Lender and/or any
participants in the amount of any accrued but unpaid interest converted to an
obligation hereunder" shall be inserted in the 3rd line after the phrase "or the
Note".
2. The first sentence of Section 2.3(a) of the Credit Agreement shall be
deleted and the following sentences shall be inserted in lieu thereof: "Each
Loan shall bear interest from the date of disbursement on the unpaid principal
amount thereof until such amount is paid (whether upon Maturity, by Acceleration
or otherwise) 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."
3. Section 2.3(c) of the Credit Agreement shall be deleted and the
following shall be inserted in lieu thereof: "Post-Maturity Interest. After
Maturity (whether by acceleration or otherwise) of the Loans, the Loans shall
bear interest, payable on demand, at a rate per annum equal to the Prime Rate
plus five percent (5%)."
4. After the first sentence of Section 2.4(a) of the Credit Agreement, the
following sentence shall be added: "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 Agreement through the delivery of an
appropriate promissory note."
5. In Section 2.5 of the Credit Agreement, the phrase "and any promissory
note from Borrower to Lender and/or any participants in the amount of any
accrued but unpaid interest converted to an obligation hereunder" shall be
inserted after the word "Loans" in the 2nd line.
6. Except as specifically amended hereby or otherwise agreed, the Credit
Agreement is hereby ratified and confirmed and shall remain in full force and
effect according to its terms.
7. 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.
8. 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 laws.
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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Title Vice President
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CARECENTRIC NATIONAL, LLC
By: SC Holding, Inc.,
its sole manager and member
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title Vice President
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CARECENTRIC CONSULTING, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title Vice President
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LENDER
/s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
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