EXHIBIT 4
TRANSWORLD HOME HEALTHCARE, INC.
00 XXXXXXXX XXXXXX
XXXXX, XXX XXXXXX 00000
November 27, 1996
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated November
13, 1996, among Transworld Home HealthCare, Inc., IMH Acquisition Corp., and
Health Management, Inc. (the "Merger Agreement") (terms defined in the Merger
Agreement shall have their defined meanings herein, unless otherwise defined
herein) and to the Stock Purchase Agreement, dated as of November 13, 1996
between Health Management, Inc. and Transworld Home HealthCare, Inc. (the "Stock
Purchase Agreement").
Notwithstanding the provisions of the Merger Agreement and the Stock
Purchase Agreement, the parties hereto agree that the Merger Agreement and the
Stock Purchase Agreement may be terminated by Transworld, at any time on or
prior to December 9, 1996, if Transworld, in its sole discretion, is not
satisfied with the disclosures made in the Deferred Schedules.
Except to the extent amended hereby, the Merger Agreement and the
Stock Purchase 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 or the Stock Purchase Agreement, including
without limitation the other termination provisions thereof.
If this letter correctly sets forth our understanding with respect to
the foregoing matter, kindly execute and return the enclosed copy of this letter
to evidence our binding agreement.
Very truly yours,
TRANSWORLD HOME HEALTHCARE, INC.
By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
IMH ACQUISITION CORP.
By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
Agreed to:
HEALTH MANAGEMENT, INC.
By /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Chief Financial Officer