Continucare Restructures Debt With Bond Holders.

MIAMI--(BUSINESS WIRE)--Sept. 29, 1999--

Continucare Corporation ("Continucare" or "Company") today announced that it had reached an agreement in principle ("Agreement") with all of its outstanding $41 million 8% Convertible Subordinated Notes due 2002 ("8% Notes") with regard to a consensual restructuring of the 8% Notes.

The Agreement is expressly conditioned upon the parties drafting and executing a formal Consent to Supplemental Indenture and Waiver ("Waiver"). The Waiver will not be fully effective unless, and until it is in turn consented to by Continucare's shareholders at a meeting to be held on or before December 31, 1999 ("Shareholder Approval Date"). In general the agreement in principle is conditioned upon Continucare's retiring its $1 million existing bank loan, and obtaining a new bank loan of not less than $3 million ("New Bank Loan") to be secured by a first lien on its assets. The new Bank Loan will mature at a date co-extensive with the maturity of the 8% Notes, and will enjoy a third party guaranty of payment. In consideration for the guaranty the Company will issue 3 million shares of its common stock to the third party guarantor. The waiver when drafted and executed is expected to include the following key elements:

(a) forgiveness of interest payments on the 8% Notes through October

31, 1999; and

(b) a reduction of the coupon rate on the 8% Notes from 8% per annum 

to 7% per annum effective as of November 1, 1999 through the

October 31, 2002 maturity date of the notes; and

(c) the immediate conversion of $31 million of the 8% Notes into 15.5

million (i.e. approximately 47%) of the then issued and

outstanding shares of Continucare Common Stock; and

(d) effective November 1, 2000 the initial conversion price of $7.25

of the $10 million of 8% Notes which shall remain outstanding

shall automatically be amended and reduced from $7.25 to $2.

In addition the Company today announced that Spencer J. Angel, a restructure specialist has been elected to serve as the Company's Executive Vice President and Chief Operating Officer. Mr. Angel, for the last four months spearheaded the Company's efforts to streamline its internal operations, while it sought to effect the consensual restructuring with the holders of the 8% Notes. Mr. Angel stated, "I am grateful for the opportunity which the agreement with the holders of the 8% Notes brings to Continucare. Our objective is to solidly restore the Company to profitability and viability in the Company" 1999 fiscal year which ends June 30, 2000."

Charles M. Fernandez will continue as the Company's President and Chairman of the Board. Mr. Fernandez stated, "I am thankful for the opportunity for Continucare to achieve a viable prosperous future which our noteholders have now afforded us. The Company has overcome many difficulties and obstacles in achieving its reorganization. Together with our new board, Continucare will enter the new millennium with confidence poised to fully serve its shareholders and its community."

Continucare Corporation, headquartered in Miami, Florida, is a holding company with subsidiaries engaged in the business of providing outpatient physician care and home healthcare services.

Except for the historical matters contained herein, statements in this press release are forward-looking and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements involve risks and uncertainties which may affect the company's business and prospects, and cause results to differ materially from those set forth in the forward-looking statements. In addition to the factors set forth elsewhere in this release, the economic, competitive, governmental, technological and other factors identified in Continucare's filings with the Securities and Exchange Commission could affect the forward-looking statements contained in this release.