Exhibit 99(d)(12)
X-XXXXXXX.XXX
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxxxxx 00000
October 18, 2001
Xx. Xxxxxxx Xxxxxxxx
Xx. Xxxxx Xxxxxxxx
Xx. Xxxx X. Xxxxx
c/o Tender Loving Care Health
Care Services, Inc.
0000 Xxxxxx Xxxxxx
Xxxx Xxxxxxx, Xxx Xxxx 00000
Gentlemen:
We refer to (i) the Employment Agreements, each dated as of the date
hereof (collectively, the "Employment Agreements"), between Tender Loving Care
Health Care Services, Inc. ("Company") and Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and
Xxxx X. Xxxxx, respectively, and (ii) the Agreement, dated the date hereof, by
and among Company, Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxx X. Xxxxx (the
"Additional Payment Agreement").
X-XxxXxxx.xxx hereby guarantees the payment by Company to Xxxxxxx
Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxx X. Xxxxx of (i) their respective "Signing
Bonus" (as such term is defined in the Employment Agreements) payable by Company
to each such person and (ii) the amounts payable by Company to each such person
under the Additional Payment Agreement. X-XxxXxxx.xxx shall make such payments
to such persons directly or shall contribute such amounts to Company and cause
Company to make such payments to such persons when due.
X-XXXXXXX.XXX
By: /s/ Xxxxx Xxxxxxxxxxxx
--------------------------------
Xxxxx Xxxxxxxxxxxx
President and Co-Chief
Executive Officer
