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EXHIBIT 10.18
SECOND AMENDMENT TO ACQUISITION FACILITY
REVOLVING CREDIT FACILITY AND
SECURITY AGREEMENT
This Second Amendment to Acquisition Facility, Revolving Credit
Facility and Security Agreement (the "Amendment") is entered into as of the 7th
day of April, 1999 by and between CONTINUCARE CORPORATION ("Borrower), and its
Subsidiaries, REHAB MANAGEMENT SYSTEMS, INC. ("RMS"), INTEGRACARE, INC.
("lntegracare") and J.R. REHAB ASSOCIATES, INC. ("J.R.") and FIRST UNION
NATIONAL BANK ("Bank"),
W I T N E S S E T H:
WHEREAS, on August 17, 1998, Borrower and Bank entered into that
certain Acquisition Facility ($5,000,000.00), Revolving Credit Facility
($5,000,000.00) and Security Agreement, which was modified by First Amendment
dated November 13, 1998 (as modified, the "Agreement"): and
WHEREAS, RMS, Integracare and J.R., each executed and delivered to Bank
on August 17, 1998 an Unconditional Guaranty and a Security Agreement
encumbering all their respective assets as Collateral for the indebtedness
evidenced. by the Agreement; and
WHEREAS, RMS, Integracare and J.R. each, as a "Debtor" executed and
delivered to Bank, as "Secured Party", a UCC Financing Statement which was filed
with the Florida Secretary of State under File # 980000191308 (the "Financing
Statement"); and
WHEREAS, Borrower, RMS, Integracare and J.R. have entered into an
agreement for the sale of substantially all of the assets of RMS, Integracare
and J.R. to Kessler Rehabilitation of Florida, Inc. ("Kessler") for the gross
sales price of $5,500,000.00 and have requested that Bank consent to the sale
and release of its lien on the assets of RMS, Integracare and J.R. being
conveyed to Kessler as evidenced by the Financing Statement; and
WHEREAS, Bank has agreed to consent to the sale to Kessler and to amend
the Financing Statement to remove RMS, Integracare and J.R. as Debtors on the
condition that Bank receive a payment of Four Million Dollars ($4,000,000.00)
from the net proceeds of the sale to be applied to the outstanding balance of
the Acquisition Loan and to fees and expenses of the Bank as hereinafter set
forth, and upon the condition that Borrower enter into this Amendment and agree
to the modifications to the Agreement set forth herein; and
WHEREAS, Borrower and Bank have agreed to modify certain provisions of
the Agreement as hereinafter set forth:
NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, Borrower and Bank do hereby modify the Agreement
as follows (capitalized terms not otherwise defined shall have the meanings as
set forth in the Agreement):
1. Restriction on Advances under Revolving Loan and Acquisition
Loan. Borrower shall not obtain any Advances after the date hereof under the
Revolving Loan or under Acquisition Loan. Furthermore, except for the existing
$50,000.00 Letter of Credit, Borrower shall not request and Bank shall not
extend any Letters of Credit or Banker's Acceptances for the account of the
Borrower or its Subsidiaries.
2. Sale of Assets of RMS, Integracare and J.R. Borrower, RMS,
Integracare and J.R.
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shall remit to Bank the amount of Four Million Dollars ($4,000,000.00) from the
proceeds received by Borrower and/or by RMS, Integracare and J.R. arising from
the sale of the assets of RMS, Integracare and J.R. to Kessler. The proceeds
shall be remitted to Bank simultaneously with the closing of the sale, and shall
be applied by the Bank to: (i) reimburse the Bank for its legal fees and
accounting fees and expenses incurred in connection with this transaction up to
$25,000.00; and (ii) pay accrued interest under the Acquisition Loan at the
contract rate as of the date of receipt of the funds; and (iii) the balance
shall be used to pay down and permanently reduce the outstanding principal
balance of the Acquisition Loan.
3. Final Payment Date of Loans. The remaining outstanding
principal balance of the Acquisition Loan and any unpaid accrued interest shall
be repaid in full on or before December 31, 1999. The Revolving Loan and
Acquisition Loan shall be deemed canceled and terminated as of that date.
4. Remittance to Bank of Payments received from Humana. Borrower
agrees that the retroactive rate increase in capitation fees payable in the
future from Humana, and which is part of the Bank's Collateral, will be remitted
to the Bank immediately upon receipt by Borrower or by any of its Subsidiaries
up to the full amount of the balance of the indebtedness owed to the Bank under
the Acquisition Loan, Borrower agrees to immediately notify the Bank upon the
remittance of any of the retroactive increase in Capitation fees. Furthermore,
in the event that the retroactive increase in capitation fees are rot received
by Borrower by July 31, 1999, Borrower shall obtain from Humana and deliver to
Bank a letter setting forth the status of the capitation fee payments.
5. Term-out of Indebtedness after July 31, 1999. The outstanding
principal balance of the Acquisition Loan as of May 31, 1999 shall be payable in
six equal principal payments, with the first payment due on August 1, 1999, and
on the first day of September, October, November and December, 1999, With the
final payment due on December 31, 1999. In the event that any payments of
retroactive increases in capitation fees are received from Humana after July 31,
1999, such payments shall be immediately remitted, to Bank and applied against
the remaining principal balance due on December 31, 1999 in accordance with this
provision.
6. Release of Lien. Bank shall deliver to Borrower an amendment
to the Financing Statement removing RMS, Integracare and J.R. as "Debtors" upon
receipt by Bank of the payment of $4,000,000.00 from the proceeds of the sale to
Kessler.
7. Sale Price. Borrower, RMS, Integracare and J.R. covenant that
the gross sales price for the assets of RMS, Integracare and J.R., being
conveyed to Kessler does not exceed $5,600,000.00.
8. Expiry. This Agreement shall be null and void unless Bank
receives the payment of $4,000,000.00 not later than 3:00 PM an Friday, April 9,
1999.
9. No Waiver. By executing and delivering this Amendment the
Bank does not waive any non-monetary defaults now existing or any defaults
hereafter arising under the Agreement as amended hereby.
10. Reaffirmation. Except as expressly modified herein, the
Agreement is hereby reaffirmed in its entirety.
CONTINUCARE CORPORATION
By: /S/ Charles M. Fernandez
Its: President
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REHAB MANAGEMENT
SYSTEMS, INC.
By: /s/ Charles M. Fernandez
Its: President
INTEGRACARE, INC.
By: /s/ Charles M. Fernandez
Its: President
J.R. REHAB ASSOCIATES, INC.
By: /s/ Charles M. Fernandez
Its: President
FIRST UNION NATIONAL BANK
By: /s/ Marinus Otte
Its: Senior Vice President