EXHIBIT 4.3
AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
THIS AMENDMENT (the "Amendment") to that certain Convertible
Promissory Note (the "Note"), dated June 30, 2001, in the original principal
amount of $_________, is made as of this 31st day of March, 2003, by and
between CONTINUCARE CORPORATION, a Florida corporation (the "Company") and
_______________ (the "Holder").
RECITALS
WHEREAS, in accordance with Article VII of the Note, the Company and
the Holder desire to amend the Note to (i) revise Schedule I, the schedule of
payments of principal, (ii) extend the Maturity Date (as defined below) of the
Note to October 31, 2006, and (iii) increase the interest rate on the last
installment payment of principal set forth on Schedule I to the Note from 7%
per annum to 9% per annum.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. In Section 1 of the Note, the definition of "Maturity Date"
is hereby amended by deleting such definition in its entirety and substituting
therefor a new definition to read as follows:
"Maturity Date shall mean October 31, 2006."
2. In Section 1 of the Note, the following definitions shall be
added:
"First Installment" shall mean the aggregate
principal amount of $______________ due and payable by the Company to
the Holder on October 31, 2004, as set forth on Schedule 1 to this
Note.
"Second Installment" shall mean the aggregate
principal amount of $______________ due and payable by the Company to
the Holder on October 31, 2005, as set forth on Schedule 1 to this
Note.
"Third Installment" shall mean the aggregate
principal amount of $______________ due and payable by the Company to
the Holder on October 31, 2006, as set forth on Schedule 1 to this
Note.
3. Section 2.1(a) of the Note is hereby amended by deleting such
Section 2.1(a) in its entirety and substituting therefor a new Section 2.1(a)
to read as follows:
"Section 2.1 Interest.
(a) This Security shall bear interest as
follows (each referred to as a "Coupon Rate"): (i) 7% per annum on the
First Installment and Second Installment, and (ii) effective as of
April 1, 2003, 9% per annum on the Third
Installment, until such installment of principal becomes due and
payable, and on any overdue installment of principal and (to the
extent that payment of such interest is enforceable under applicable
law) on any overdue installment of interest at the applicable Coupon
Rate, compounded quarterly, payable quarterly in arrears on July 31,
October 31, January 31 and April 30 of each year (each, an "Interest
Payment Date") commencing on January 31, 2002, to the Person in whose
name this Security or any Predecessor Security is registered, at the
close of business on the regular record date for such interest
installment, which shall be July 15, October 15, January 15 and April
15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date (each a "Regular Record Date").
4. Schedule I of the Note is hereby amended by deleting such
Schedule I in its entirety and substituting therefor a new schedule to read as
follows:
"Schedule I
Payment of Principal
Date Amount of Principal Matured
10/31/2004 $
10/31/2005 $
10/31/2006 $
5. Except as specifically amended hereby, the Note is and
remains unmodified and in full force and effect and is hereby ratified and
confirmed.
6. This Amendment shall be deemed a contract made under the laws
of the State of Florida and for all purposes shall be governed by and construed
in accordance with the laws of such State applicable to contracts made and to
be performed entirely within such State.
7. This Amendment may be executed in counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
* * * * *
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
THE COMPANY:
CONTINUCARE CORPORATION
By:
-------------------------------------------------
Name: Xxxxxxx Xxxxx
Title: Chief Executive Officer and President
HOLDER:
By:
-------------------------------------------------
Name:
Title:
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