EXHIBIT 7
TRANSWORLD HOME HEALTHCARE, INC.
00 XXXXXXXX XXXXXX
XXXXX, XXX XXXXXX 00000
January 10, 1997
Health Management, Inc.
0000-X Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to (i) the Agreement and Plan of Merger, dated as of
November 13, 1996, as amended by letter agreements, dated November 27, 1996,
December 12, 1996 and December 23, 1996, among Transworld Home HealthCare, Inc.
("Transworld"), IMH Acquisition Corp., and Health Management, Inc. (the
"Company") (as amended, the "Merger Agreement") and (ii) the Stock Purchase
Agreement, dated as of November 13, 1996, as amended by letter agreements, dated
November 27, 1996, December 12, 1996 and December 23, 1996, among Transworld and
the Company (as amended, the "Stock Purchase Agreement").
The parties hereto agree as follows:
1. Section 7.3(i) of the Merger Agreement is hereby amended by
changing the date "January 8, 1997" to "January 10, 1997."
2. Section 8.1(c) of the Merger Agreement is hereby amended by
changing the date "January 10, 1997" to "January 13, 1997," with the parties
acknowledging that, unless such date is further extended by agreement of the
parties, the condition to Transworld's obligation to close the Stock Purchase
Agreement and the Merger Agreement set forth in Section 7.3(i) of the Merger
Agreement shall be deemed to have been waived by Transworld with respect to such
agreements if Transworld has not given notice of termination of such agreements
on or prior to January 13, 1997.
Except to the extent amended hereby, the Merger Agreement and the
Stock Purchase Agreement shall remain in full force and effect and nothing
herein shall affect, or be deemed to be a waiver of, the other terms and
provisions of the Merger Agreement or the Stock Purchase Agreement, including
without limitation the other termination provisions thereof.
If this letter correctly sets forth our understanding with respect to
the foregoing matters, kindly execute and return
the enclosed copy of this letter to evidence our binding agreement.
Very truly yours,
TRANSWORLD HOME HEALTHCARE, INC.
By /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
IMH ACQUISITION CORP.
By /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
and Chief Administrative Officer
AGREED TO:
HEALTH MANAGEMENT, INC.
By /s/ W. Xxxxx Xxxxx
---------------------------------
Name: W. Xxxxx Xxxxx
Title: Chief Executive Officer
and President
