Private Client Group Merrill Lynch Business Financial Services Inc. 222 North LaSalle Street 17th Floor Chicago, Illinois 60601 (312) 499-3261 FAX: (312) 449-3253 March 19, 2004 Continucare Corporation 80 SW 8th Street, Suite 2350 Miami, FL 33130 Re:...Letter Agreement • May 14th, 2004 • Continucare Corp • Services-specialty outpatient facilities, nec
Ladies & Gentlemen: This Letter Agreement will serve to confirm certain agreements of Merrill Lynch Business Financial Services Inc, (“MLBFS”) and Continucare Corporation (“Customer”) with respect to: (i) that certain WCMA LOAN AND SECURITY AGREEMENT NO. 81-V07064 between MLBFS and customer (including any previous amendments and extensions thereof the “WCMA Agreement”), and (ii) all other agreements between MLBFS and Customer (the “Other Agreements”) or any party who has guaranteed or provided collateral for Customer’s obligations to MLBFS (a “Guarantor”) in connection therewith (the “Guaranty”, the Other Agreements and the WCMA Agreement, shall be referred to collectively as the “Loan Documents”). Capitalized terms used herein and not defined herin shall have the meaning set forth in the Loan Documents. Subject to the terms hereof, effective as of the “effective Date” (as defined below), the Loan Documents are hereby amended as follows: (a) The Fixed Charge Coverage Ratio covenant is
RE: Renewal/Extension of Loan to Continucare Corporation (“Borrower”)Continucare Corp • May 14th, 2004 • Services-specialty outpatient facilities, nec
Dear Dr. Frost: Reference is made to the Unconditional Guaranty (as the same has been reaffirmed, amended or modified from time to time, the “Guaranty”), dated as of March 9, 2000, executed by you in favor of Merrill Lynch Business Financial Services Inc. (“Lender”), pursuant to which you guaranteed the repayment obligations of Borrower in connection with the WCMA Loan and Security Agreement, dated as of March 9, 2000, between Borrower and Lender (as same has been amended, extended or modified from time to time, the “Loan Agreement”). Borrower and Lender have negotiated an extension of the Loan Agreement as set forth in the attached letter. Please reaffirm, by executing this letter and returning it to the undersigned, that following the extension of the Loan Agreement as agreed by Borrower and Lender, your Guaranty will remain in full force and effect. By executing this letter, you will also acknowledge your agreement to further extend the term of your Guaranty for an additional period
ContractStock Purchase Agreement • May 14th, 2004 • Continucare Corp • Services-specialty outpatient facilities, nec • Florida
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is executed as of April 22, 2004, by and between CONTINUCARE CORPORATION, a Florida corporation (the “Company”), and [PURCHASER] (the “Purchaser”). THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER ANY FEDERAL OR STATE SECURITIES LAWS, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, OR ANY OTHER FOREIGN, FEDERAL OR STATE REGULATORY AUTHORITY, PASSED ON OR ENDORSED THE ACCURACY OR ADEQUACY OF THIS AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SECURITIES REFERRED TO HEREIN MAY BE RESOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF ONLY IF SUCH SECURITIES HAVE BEEN REGISTERED UNDER FEDERAL SECURITIES LAWS AND, WHERE REQUIRED, UNDER THE LAWS OF OTHER JURISDICTIONS, OR IF SUCH PROPOSED SALE, TRANSFER OR DISPOSITION IS EXEMPT FROM SUCH REGISTRATION. WHEREAS, the Company desires to issue and sell to the Purchaser and the Purchaser desires to acquire shares of the Compan
