1
EXHIBIT 10.34
Transworld Healthcare, Inc.
00 Xxxxxxxx Xxxxxx
Xxxxx, Xxx Xxxxxx 00000
July 7, 1997
Health Management, Inc.
0000-X Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of
November 13, 1996, as amended by letter agreements, dated November 27, 1996,
December 12, 1996, December 23, 1996, January 10, 1997, January 13, 1997, March
26, 1997 and June 12, 1997, among Transworld HealthCare, Inc. ("Transworld"),
IMH Acquisition corp. ("Newco"), and Health management, Inc. (as amended, the
"Merger Agreement").
The parties hereto agree to clarify the Merger Agreement as follows:
1. Section 1.4 of the merger Agreement is hereby amended to read
in tis entirety as follows:
At the Effective Time, the Certificate of Incorporation of the
Surviving Corporation shall be amended and restated to read identically to
Articles First through Fourth and Articles Sixth through Tenth (renumbered
Fifth through Ninth) of the Certificate of Incorporation of Newco, except that
the name of the Surviving Corporation shall continue to be "Health Management,
Inc." At the Effective time, the By-Laws of Newco shall be the By-Laws of the
Surviving Corporation."
Except to the extent amended hereby, the Merger 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.
The effectiveness of this amendment shall be subject, at the option of
Transworld and Newco, to the receipt by Transworld of the written consent to
this amendment by the lenders (the "Banks") party to the Credit Agreement,
dated as of July 31, 1996, as amended, among Transworld, the Banks and Bankers
Trust Company, as agent. If the written consent of the Banks has not been
obtained on or prior to July 31, 1997, then at any time thereafter Transworld
may, in its sole discretion, terminate this amendment (in which case this
amendment shall be null and void ab initio).
2
Health Management, Inc.
July 7, 1997
Page 2
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 HEALTHCARE, INC.
By /s/ Xxxxxx X. Fine
-------------------------------
Name: Xxxxxx X. Fine
Title: President
IMH ACQUISITION CORP.
By /s/ Xxxxxx X. Fine
-------------------------------
Name: Xxxxxx X. Fine
Title: President
AGREED TO:
HEALTH MANAGEMENT, INC.
/s/ Wm. Xxxxx Xxxxx
-----------------------------
Name: Wm. Xxxxx Xxxxx
Title: President and Chief
Executive Officer
