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EXHIBIT 10.104.1
UNISON HEALTHCARE CORPORATION
October 1, 1996
VIA FACSIMILE -- (000) 000-0000
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Buchalter, Nemer, Fields & Younger
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxx, Esq.
Re: Loan Agreement, dated as of August 16, 1996,
between Unison HealthCare Corporation
(the "Borrower") and Imperial Bank
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Gentlemen:
The purpose of this letter is to confirm that you are authorized and
instructed to make the following changes to the following documents:
1. The Warrant issued as of August 16, 1995 for 200,000 shares (the
"First Warrant") and the Warrant issued as of October 1, 1996 for 100,464
shares (the "Second Warrant") should be changed to reflect that they are issued
to Imperial Bancorp, a California corporation, which is the parent corporation
of Imperial Bank. The Exercise price for the First Warrant should be changed
from $13.88 to $13.00. The blanks in the Second Warrant should be completed to
reflect that the Second Warrant is for 100,464 shares and that the Exercise
Price is $12.80. The above are to be effective as of the date of original
issuance of each Warrant.
2. The October 1, 1996 Certificate of Chief Executive Officer and
Chief Financial Officer of Unison HealthCare Corporation, BritWill HealthCare
Company and BritWill Investments-II should be modified to reflect that Xxxxxxx
Xxxxxxx is an Executive Vice President of the three corporations. In addition,
you should insert the phrase "Except as set forth on Exhibit A," at the
beginning of Paragraph B of the Certificate. Exhibit A should state that on
September 6, 1996 the Borrower granted stock options to purchase 411,850 shares
at $13.75 per share and 60,000 shares at $9.00 per share.
Very truly yours,
UNISON HEALTHCARE CORPORATION
By: /s/ Xxxxxx Xxxxxx
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Vice President and Treasurer
