EXHIBIT 10.63
[LETTERHEAD OF NATIONSBANK]
July 18,1997
Xx. Xxxx X. Xxxxxxxxx
Chairman of the Board and
Chief Executive Officer
Vitas Healthcare Corporation
000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Re: Warrant to Purchase 486,532 Shares of Vitas Common Stock
Dear Xxxx:
Reference is made to that certain Warrant Agreement to be entered into between
Vitas Healthcare Corporation ("Vitas") and NationsBank, N.A. ("NationsBank")
(the "Warrant Agreement"), pursuant to which Vitas proposes to issue to
NationsBank a Warrant Certificate evidencing NationsBank's right to purchase
486,532 shares (the "Warrant Shares") of Vitas common stock, par value $.001 per
share, at an exercise price of $.01 per share, subject to the terms and
conditions thereof (the "Warrants").
The purpose of this letter is to confirm to Vitas Healthcare Corporation that in
the event the United States Bankruptcy Court for the District of Arizona vacates
its June 16, 1997 order authorizing the Trustee to enter into the Modification
of Promissory Note A (the "Modification") (which execution of the Modification
was a precondition to the effectiveness of Amendment No. 6 dated as of March 24,
1997 to the Amended and Restated Revolving Credit, Term Loan and Reimbursement
Agreement dated as of February 17, 1995 between Vitas and NationsBank of
Florida, National Association (predecessor in interest to NationsBank) (the
"Credit Agreement") and, as a result, NationsBank declares an Event of Default
under the Credit Agreement, then (i) all outstanding and unexercised Warrants
shall terminate and be null and void, ab initio, and (ii) any Warrant Shares or
other securities issued to the Holders (as such term is defined in the Warrant
Agreement) pursuant to the Warrant Agreement shall be immediately transferred by
such Holders to Vitas in exchange for the aggregate consideration received by
Vitas from such Holders in connection with the issuance of such Warrant Shares
or other securities. NationsBank further agrees that, in addition
to any restrictions set forth in the Warrant Agreement, as a condition to
transferring or assigning any of its rights or obligations in, to or under the
Warrant Agreement, the Warrants, the Warrant Shares and any other securities
issued in exchange therefor or pursuant thereto, NationsBank shall cause any
such transferee or assignee to deliver to Vitas a letter agreement pursuant to
which such transferee or assignee agrees to the provisions set forth in the
preceding sentence.
NATIONSBANK, N.A.
By: /s/ Xxxxxxx Xxxxxxxx
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Name Xxxxxxx Xxxxxxxx
Title Senior Vice President
