Exhibit 2.3
HOME HEALTH CORPORATION OF AMERICA, INC.
0000 XXXXXXXXXXX XXXX. XXX 000
XXXX XX XXXXXXX, XXXXXXXXXXXX 00000
November 27, 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: Second Amendment to Stock Purchase Agreement
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 a subsidiary of HHCA, as amended by an
amendment dated November 8, 1996 (as amended the "Stock Purchase Agreement").
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 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 date "November 15, 1996" is hereby replaced with the date
"November 26, 1996".
2. The parties have agreed to provide the Purchasing Parties with
additional time in which to obtain Lender Approval. Accordingly, in Section
6.20 of the Stock Purchase Agreement, the date "November 22, 1996" is hereby
replaced with the date "November 27, 1996".
3. The parties have agreed to provide the Purchasing Parties with
additional time in which to complete their Due Diligence Investigation.
Accordingly, in Section 6.21 of the Stock Purchase Agreement, the date "November
30, 1996" is hereby replaced with the date "December 4, 1996".
4. All references to HHCA New Hampshire, Inc., a New Hampshire
corporation are replaced with Home Health Corporation of Delaware, Inc., a
Delaware corporation, which by virtue of its execution hereof, assumes all of
the obligations of Purchaser under the Stock Purchase Agreement.
5. After the Closing, the Purchasing Parties shall provide Seller (i) on
a monthly basis with documentation showing the Closing Date Accounts Receivable
which have been collected during the
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 27, 1996
Page -2-
previous month and (ii) with reasonable access to books and records pertaining
to the Closing Date Accounts Receivable and any reports generated with respect
thereto. Closing Date Accounts Receivable will be processed by RSD until such
time as RSD has been provided with a computer terminal providing it with the
collection information and receivable runs.
6. After the Closing, Seller will pay the premiums for malpractice
insurance currently maintained by the Selling Companies until such policies
expire in the Spring of 1997. Immediately prior to the expiration of such
policies, Seller will obtain at Seller's expense continuing malpractice
insurance coverage (known as tail coverage) for the preceding three year period.
7. The Stock Purchase Agreement as modified by this Amendment is hereby
ratified and confirmed. In the event of any conflict between this Amendment and
the terms of the Stock Purchase Agreement, the terms of this Amendment shall
govern and control.
8. In the event that Closing occurs on a date other than November 30,
1996, the parties acknowledge and agree that for financial reporting purposes,
the Closing will be considered to have occured as of the close of business on
November 30, 1996 and the Closing Date Balance Sheet, the Closing Date Income
Statement, the Closing Statement and the Purchase Price Adjustment shall be
determined as of such date. In all other respects, the Closing shall been deemed
to have occurred on the actual date of Closing.
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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Home Health Corporation of Delaware, 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.
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 27, 1996
Page -3-
By:
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Xxxxx XxXxxxx
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Xxxxx XxXxxxx
