EXHIBIT 5
TRANSWORLD HOME HEALTHCARE, INC.
00 XXXXXXXX XXXXXX
XXXXX, XXX XXXXXX 00000
As of December 12, 1996
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated November
13, 1996, as amended by a letter agreement, dated November 27, 1996, among
Transworld Home Healthcare, Inc. ("Transworld"), IMH Acquisition Corp., and
Health Management, Inc. (the "Merger Agreement") and to the Stock Purchase
Agreement, dated as of November 13, 1996, as amended by a letter agreement,
dated November 27, 1996, between Health Management, Inc. and Transworld Home
Healthcare, Inc. (the "Stock Purchase Agreement").
The parties hereto agree as follows:
1. Section 7.3(i) of the Merger Agreement is hereby amended by
changing the date "December 12, 1996" to December 19, 1996".
2. Section 8.1(c) of the Merger Agreement is hereby amended by
changing the date "December 16, 1996" to "December 23, 1996", with the parties
acknowledging that, unless such date is further extended by agreement of the
parties, the condition to Transworld's obligation to close the Stock Purchase
Agreement and the Merger Agreement set forth in Section 7.3(i) of the Merger
Agreement shall be deemed to have been waived by Transworld with respect to such
agreements if Transworld has not given notice of termination of such agreements
on or prior to December 23, 1996.
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 matters, kindly execute and return the enclosed copy of this
letter to evidence our binding agreement.
Very truly yours,
TRANSWORLD HOME HEALTHCARE, INC. IMH ACQUISITION CORP.
By /s/ Xxxxxxx X. Xxxxxx By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President Title: Executive Vice President
AGREED TO:
HEALTH MANAGEMENT, INC.
By /s/ Wm. Xxxxx Xxxxx
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Name: Wm. Xxxxx Xxxxx
Title: Chief Executive Officer
