TheraTx, Incorporated
Sanctuary Park
0000 Xxxxxxxxx Xxxxxxx,
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
February 21, 1997
VIA TELECOPIER
Vencor, Inc.
000 Xxxx Xxxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxxxxxx
Dear Xxx:
Reference is hereby made to the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of February 9, 1997, among TheraTx, Incorporated, a
Delaware corporation (the "Company"), Vencor, Inc., a Delaware corporation (the
"Purchaser"), and Peach Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of the Purchaser.
Pursuant to Section 7.8(b) of the Merger Agreement, the Purchaser is required to
provide written notice to the Company by February 24, 1997 of its election to
treat the Options (as such term is defined in the Merger Agreement) in
accordance with the provisions of such Section 7.8(b). The Company hereby agrees
to extend the date by which such written notice must be provided by the
Purchaser to the Company to Monday, March 3, 1997.
If you agree with the terms of this letter, please sign in the space designated
below and fax a copy of this letter to my attention at (000) 000-0000.
Very truly yours,
/s/ Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx
Vice President
Agreed to this
21st day of
February, 1997:
VENCOR, INC.
By: XXXXX X. XXXXXXXXXXX, XX.
(Print Name)
/s/ Xxxxx X. Xxxxxxxxxxx, Xx.
(Signature)
Senior Vice President
cc: Xxxxxx X. Xxxxxxx, Esq.
