Exhibit 2.2
HOME HEALTH CORPORATION OF AMERICA, INC.
0000 XXXXXXXXXXX XXXX. XXX 000
XXXX XX XXXXXXX, XXXXXXXXXXXX 00000
November 8, 1996
PRIVATE AND CONFIDENTIAL
VIA FACSIMILE
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Xx. Xxxxx XxXxxxx
RSD Management, Inc.
Nursing Services Home Care, Inc.
Nursing Services Home Care, Ltd.
Nursing Services Staffing of N. H., Inc.
Nursing Services, Inc.
0 Xxxxxx Xxxx
Xxxxx, Xxx Xxxxxxxxx 00000
RE: Amendment to Stock Purchase Agreement and Promissory Note
Dear Xxxxx:
Reference is made to (i) that certain "Stock Purchase Agreement" dated
October 31, 1996 among each of the parties listed above, Home Health Corporation
of America, Inc. ("HHCA") and HHCA New Hampshire, Inc. and (ii) that certain
"Promissory Note" dated August 8, 1996 given by Xxxxx XxXxxxx in favor of HHCA.
Capitalized terms not otherwise defined herein shall have the meanings given
such terms in the Stock Purchase Agreement. The purpose of this Amendment is to
memorialize our entire agreement and understanding concerning the amendment of
the Stock Purchase Agreement and the Promissory Note which is as follows:
1. The parties have agreed to provide the Purchasing Parties with
additional time in which to review and accept the schedules to the Stock
Purchase Agreement. Accordingly, in Section 13.8(b) of the Stock Purchase
Agreement, the phrase "within 5 days after receipt of the Schedules" is hereby
deleted and replaced with the phrase "on or before 5:00 P.M. on Friday, November
15, 1996".
2. The parties have agreed to amend the maturity date of the Promissory
Note. In Section 3(ii) of the Promissory Note, the phrase "Letter of Intent" is
hereby deleted and replaced with the phrase "Stock Purchase Agreement dated
October 31, 1996 among Creditor, Debtor and Guarantors". The Selling Parties
acknowledge their obligations under the Promissory Note which will be repaid in
accordance with its terms.
3. Creditor waives any defaults under the Promissory Note caused by
defaults by a Selling Party under its third party loan agreements; provided,
however, that such defaults do not result in the acceleration of a material
portion of such obligations and the election by such third party to pursue any
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remedy against a Selling Party that would have a material adverse effect on a
Selling Party or their ability to repay the Promissory Note.
4. The Stock Purchase Agreement and Promissory Note as modified by this
Amendment are hereby ratified and confirmed. In the event of any conflict
between this Amendment and the terms of the Stock Purchase Agreement or the
Promissory Note, the terms of this Amendment shall govern and
Xx. Xxxxx XxXxxxx
RSD Management, Inc.
Nursing Services Home Care, Inc.
Nursing Services Home Care, Ltd.
Nursing Services Staffing of N. H., Inc.
Nursing Services, Inc.
November 8, 1996
Page -2-
control.
Please acknowledge your agreement to be legally bound by this Amendment by
signing the enclosed copy where indicated below and returning the same to the
undersigned.
Very truly yours,
Home Health Corporation of America, Inc.
By:
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Agreed to accepted by:
RSD Management, Inc.
Nursing Services Home Care, Inc.
Nursing Services Home Care, Ltd.
Nursing Services Staffing of N. H., Inc.
Nursing Services, Inc.
By:
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Xxxxx XxXxxxx
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Xxxxx XxXxxxx
