EX-10.1 Letter Agreement






EXHIBIT 10.1




Letter Agreement between MBF Healthcare Acquisition, Corp. and MBF Healthcare Management, LLC




MBF Healthcare Management, LLC

121 Alhambra Plaza, Suite 1100

Coral Gables, FL 33134

(Hereinafter referred to as “MBFHM”)




MBF Healthcare Acquisition Corp.

121 Alhambra Plaza, Suite 1100

Coral Gables, FL 33134

(the “Borrower”)




     This Letter Agreement (“Agreement”) is entered into August 7, 2008, by and between MBFHM and
Borrower, and shall evidence a non-revolving line of credit established by MBFHM in favor of
Borrower (the “Loan”) in the maximum principal amount of Three Hundred Thousand Dollars
($300,000.00). Relying upon the covenants, agreements, representations and warranties contained in
this Agreement, MBFHM is willing to extend credit to Borrower upon the terms and subject to the
conditions set forth herein, and MBFHM and Borrower agree as follows:



     1. Principal. The principal amount of the Loan, along with all accrued interest, shall
be payable upon the earlier of (i) the date of the consummation by Borrower of an initial business
combination (as described in the Borrower’s final prospectus in connection with its initial public
offering), or (ii) the Borrower’s liquidation pursuant to Article Seventh of the Borrrower’s
Amended and Restated Certificate of Incorporation.



     2. Interest. Interest shall accrue at the rate of 5.0% per year on the unpaid
principal balance of the Loan. Interest shall be computed on the basis of the actual number of
days elapsed and a year of 365 days.



     3. Non-Revolving Line of Credit. The Loan is a non-revolving loan and Borrower may
borrow up to the principal amount during the term of the Loan, so long as no Event of Default
(hereinafter defined) has occurred and is continuing.



     4. Application of Payments. All payments shall be applied first to payment in full of
any costs incurred in the collection of any sum due under this Agreement, including (without
limitation) reasonable attorneys’ fees, then to the reduction of the unpaid principal and interest
balance of the Loan.



     5. Events of Default. Each of the following shall constitute an event of default
(“Event of Default”) under this Agreement:



          (a) Failure to Make Required Payments. Failure by Borrower to pay the principal and accrued
interest of the Loan within five (5) business days following the date when due.



          (b) Voluntary Bankruptcy, Etc. The commencement by Borrower of a voluntary case under the
Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable federal
or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the
consent by it to the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of Borrower or for any substantial
part of its property, or the making by it of any assignment for the benefit of creditors, or the
failure of Borrower generally to pay its debts as such debts become due, or the taking of corporate
action by Borrower in furtherance of any of the foregoing.



          (c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of Borrower in an involuntary case under the Federal
Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of Borrower or for any substantial part of
its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any
such decree or order unstayed and in effect for a period of sixty (60) consecutive days.



     6. Remedies.



          (a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, MBFHM may, by
written notice to Borrower, declare the Loan to be immediately due and payable, whereupon the
unpaid principal amount of the Loan, along with accrued interest and all other amounts payable
hereunder, shall become immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived, anything contained herein or in the
documents evidencing the same to the contrary nothwithstanding.



 









 





          (b) Upon the occurrence of an Event of Default specified in either Section 5(b) or Section
5(c) hereof, the unpaid principal balance of the Loan, along with accrued interest and all other
amounts payable hereunder, shall automatically and immediately become due and payable, in all cases
without any action on the part of MBFHM, including presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived.



     7. Waivers. Borrower and all guarantors of, and sureties for, the Loan waive
presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to
this Agreement, all errors, defects and imperfections in any proceedings instituted by MBFHM under
the terms of this Agreement, and all benefits that might accrue to Borrower by virtue of any
present or future laws exempting any property, real or personal, or any part of the proceeds
arising from any sale of any such property, from attachment, levy or sale under execution, or
providing for any stay of execution, exemption from civil process, or extension of time for
payment; and Borrower agrees that any real estate that may be levied upon pursuant to a judgment
obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ
in whole or in part in any order desired by MBFHM.



     8. Unconditional Liability. Borrower hereby waives all notices in connection with the
delivery, acceptance, performance, default, or enforcement of the payment of the Loan, and agrees
that its liability shall be unconditional, without regard to the liability of any other party, and
shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by MBFHM, and consents to any and all extensions of time,
renewals, waivers, or modifications that may be granted by MBFHM with respect to the payment or
other provisions of this Agreement, and agrees that additional Borrowers, guarantors, or sureties
may become parties hereto without notice to it or affecting its liability hereunder.



     9. Waiver of Claim Against Trust Account. MBFHM hereby waives any and all right,
title, interest or claim of any kind in or to any distributions of Borrower’s trust account,
maintained at Continental Stock Transfer & Trust Co. (the “Trust Account”), or to any other amounts
distributed in connection with a liquidating distribution of Borrower (except for the repayment of
the Loan as contemplated in Section 1 above) (“Claim”) and hereby waives any Claim it may have in
the future as a result of, or arising out of, any contracts or agreements with the Company and will
not seek recourse against the Trust Account for any reason whatsoever.



     10. Notices. Any notice called for hereunder shall be deemed properly given if in
writing and (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii)
dispatched by any form of private or governmental express mail or delivery service providing
receipted delivery, (iv) sent by confirmed telefacsimile or (v) sent by confirmed e-mail, to the
following addresses or to such other address as either party may designate by notice in accordance
with this Section:



     If to Borrower:




			
	               	 	MBF Healthcare Acquisition Corp.

121 Alhambra Plaza, Suite 1100

Coral Gables, FL 33134





     If to MBFHM:




			
	               	 	MBF Healthcare Management, LLC

121 Alhambra Plaza, Suite 1100

Coral Gables, FL 33134





Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the
date shown on the confirmed telefacsimile transmission confirmation, (iii) the date on which an
e-mail transmission was received by the receiving party’s on-line access provider (iv) the date
reflected on a signed delivery receipt, or (v) two (2) Business Days following tender of delivery
or dispatch by express mail or delivery service.



     11. Governing Law; Construction. This Agreement, the legal relations between the
Borrower and MBFHM and the adjudication and the enforcement hereof shall be governed by and
construed in accordance with the laws of the State of Florida applicable to contracts executed in
and to be performed in that state, without regard to the conflicts of law provisions thereof to the
extent such principles or rules would require or permit the application of the laws of another
jurisdiction.



     12. Severability. Any provision contained in this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



[signatures on following page]




 









 








     IN WITNESS WHEREOF, Borrower and MBFHM, on the day and year first written above, have caused
this Agreement to be duly executed.



	 	 	 	 	 
	 	MBF HEALTHCARE ACQUISITION CORP.

 	 
	 	By:  	/s/ Jorge Rico
 	 
	 	 	Name:  	Jorge L. Rico 	 
	 	 	Title:  	Chief Operating Officer 	 
	 
	 	MBF HEALTHCARE MANAGEMENT, LLC

 	 
	 	By:  	/s/ Miguel B. Fernandez
 	 
	 	 	Name:  	Miguel B. Fernandez 	 
	 	 	Title:  	President