[DESCRIPTION] MATERIAL CONTRACT
EX-10.39k Copy of KeyBank Letter waiving certain
financial covenants in the Loan Agreement
dated March 25, 1997
KeyBank [Logo]
00 Xxxxx Xxxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000-0000
March 25, 1997
Ms. Xxxxxxxxxxxxx Xxxxxxxx
CFO, VP of Finance
WellCare Management Group, Inc.
Park West Office Complex, Xxxxxx Avenue Extension
Kingston, New York 12401
Dear Xx. Xxxxxxxx:
Reference is made to the Loan Agreement dated January 14, 1997
among The WellCare Management Group, Inc., WellCare of New York,
Inc., WellCare of Connecticut, Inc., WellCare Development, Inc.
and Agente' Benefit Consultants, Inc. and KeyBank National
Association. Capitalized terms used herein have the definitions
ascribed to them in the Loan Agreement. You have informed us that
based upon the company's reported results for the quarter ending
12/31/96, the company will be in default of Section 5.5 of the
Loan Agreement, which requires the company to maintain a
consolidated Tangible Net Worth of $31,500,000.00. The Bank
hereby agrees to waive compliance with that covenant for the
quarter ending 12/31/96 only, and any violations which would arise
from the cross-default provisions to the real estate loans to
WellCare Development, Inc. All other terms and conditions of the
Loan Agreement shall remain in full force and effect.
Very truly yours,
KeyBank National Association
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Senior Vice President
Healthcare Finance
