EXHIBIT 10.30
February 11, 1998
Xx. Xxx Xxxxxxx
U.S. HomeCare Corporation
Two Xxxxxxxx Xxxxxx Xxxx
Xxxxxxxx, XX 00000
Re: Amended and Restated Agreement and Plan of Merger
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Dear Xxx:
Reference is made to the Amended and Restated Agreement and Plan of Merger,
dated as of September 26, 1997 ("Agreement"), among Home Health Corporation of
America, Inc. ("Acquiror"), HHCA Acquisition Corporation, Inc. ("Acquisition
Subsidiary") and U.S. HomeCare Corporation ("Company"). Unless the context
otherwise requires, all capitalized terms used in this letter shall have the
meanings ascribed to such terms in the Agreement.
As we discussed, the Board of Directors of the Acquiror and the Company have
each determined that the Agreement be terminated pursuant to Section 7.1(a) of
the Agreement. As provided in Section 7.2 of the Agreement, as a result of such
termination, the Agreement is now void and the Acquiror, Acquisition Subsidiary
and the Company as well as their respective officers and directors have no
liability or obligations to each other, except that the provisions of Sections
5.2, 7.2 and 8.1 of the Agreement continue in full force and effect. In
addition, notwithstanding anything to the contrary contained in the Agreement,
the Acquiror and the Company have each agreed to release each other from any
claims or liabilities which each may have against the other in connection with
the Agreement or its termination.
Please acknowledge your agreement to the termination and release expressed in
this letter by signing and returning to me the enclosed copy of this letter.
Very truly yours,
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
President
Acknowledged and Agreed
this 11th day of February, 1998
U.S. HOMECARE CORPORATION
By: /s/ Xxx X. Xxxxxxx
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Name: Xxx X. Xxxxxxx
Title: President
