Wellcare Management Group Inc Watch

from 10-K 1 page [Description] Material Contract Ex-10.39k Copy of Keybank Letter Waiving Certain Financial Covenants in the Loan Agreement Dated March 25, 1997 Keybank [Logo] 66 South Pearl Street Albany, New York 12207-1501 March 25, 1997 Ms. Marystephanie Corsones CFO, Vp of Finance Wellcare Management Group, Inc. Park West Office Complex, Hurley Avenue Extension Kingston, New York 12401 Dear Ms. Corsones: 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/ Cynthia D. Langer Cynthia D. Langer Senior Vice President Healthcare Finance