Hyperion Partners II L.P.
00 Xxxxxxx Xxxxxxxxx Xxxx.
Xxxxx 000
Xxxxxxxxx, Xxx Xxxx 00000-0000
January 13, 1997
Transworld Home HealthCare, Inc.
00 Xxxxxxxx Xxxxxx
Xxxxx, XX 00000
Attn: Xx. Xxxxxxx X. Xxxxxx, Executive Vice President
Gentlemen:
Reference is made to the Stock Purchase Agreement (the
"Stock Purchase Agreement") dated as of January 8, 1997 by and
between Transworld Home HealthCare, Inc. (the "Company) and
Hyperion Partners II L.P. ("HPII"). (Capitalized terms used but
not defined herein shall have the meanings given to them in the
Stock Purchase Agreement.)
The Stock Purchase Agreement provides, among other
things, that it shall be a condition precedent to the obligation
of HPII to consummate the transactions contemplated by the Stock
Purchase Agreement (the "Transactions") that the Banks shall have
consented to the Merger and that the Merger shall have been
consummated.
This will confirm that, notwithstanding the foregoing,
if (i) Transworld requires the proceeds of the Transactions in
order to satisfy its financial covenants under the Credit
Agreement and (ii) all other conditions set forth in the Stock
Purchase Agreement to the obligation of HPII to consummate the
Transactions have been satisfied, HPII is prepared to consummate
the Transactions prior to the receipt by Transworld of the
consent of the Banks to the Merger (although all other consents
and waivers of the Banks and others must have been received by
Transworld) and prior to the consummation of the Merger.
Very truly yours,
HYPERION PARTNERS II L.P.
By: HYPERION VENTURES II L.P.,
its General Partner
By: HYPERION FUNDING II CORP.,
its General Partner
By:/s/Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Executive Vice
President
