EXHIBIT 10.36
July 19, 1996
Xx. Xxxx X. Xxxxxxxxxx
Xx. Xxxxx X. Xxxxxx
Glenmark Associates, Inc.
Glenmark Holding Company Limited Partnership
0000 Xxxxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxx Xxxxxxxx 00000
Gentleman:
Reference is made to the Agreement and Plan of Merger among HRWV,
Inc., Glenmark Associates, Inc., Glenmark Holding Company Limited
Partnership, Xxxx X. Xxxxxxxxxx and Xxxxx X. Xxxxxx, dated October 18, 1995,
as amended on December 1, 1995 (the "Agreement"). Pursuant to the Agreement,
HRWV, Inc., a wholly-owned subsidiary of The Multicare Companies, Inc.
("Multicare") merged with and into Glenmark Associates, Inc. ("Glenmark")
with surviving the merger. Accordingly, Glenmark is now a wholly-owned
subsidiary of Multicare. All capitalized terms used but not defined herein
shall have the respective meanings ascribed to them in the Agreement.
Section 2.4 of the Agreement is hereby amended as follows:
Section 2.4.1 is hereby deleted.
Section 2.4.2 remains as set forth in the Agreement.
Section 2.4.3 is hereby amended to read as follows:
"The Earnout/Indemnification Escrow Payment shall be disbursed
as follows: (i) an amount equal to $500,000 of the
Earnout/Indemnification Escrow Payment shall be paid to Glenmark
Holding upon its execution of this letter; (ii) an amount equal to
one-half of the monies then remaining in the
Earnout/Indemnification Escrow Payment shall be disbursed to
Glenmark Holding on December 1, 1997; and (iii) all remaining
monies shall be disbursed on December 1, 1998, subject in each case
to the indemnification obligations of Glenmark Holding, MN and/or
GA pursuant to Section 10.2 of the Agreement as specified in
Sections 2.4.2 and 2.4.5."
Section 2.4.4 is hereby deleted.
Section 2.4.5 is hereby amended to read as follows:
"Notwithstanding any other provision of this Section 2.4, in
the event that Health Resources shall have made a good faith claim
for indemnification pursuant to Section 10 which is pending on the
date that any payments would otherwise be disbursed out of the
Earnout/Indemnification Escrow Payment in accordance with Section
2.4.3 hereof, the amount of such claim shall be subtracted from the
payment and such amounts shall be disbursed to Glenmark Holding
upon the resolution of such claim.
If the foregoing accurately sets forth our agreement, please sign a
copy of this letter below where indicated and return it to the undersigned.
Very truly yours,
/S/ XXXXXXXX X. XXXXXXX
Xxxxxxxx X. Xxxxxxx
BCB/jt
AGREED & ACCEPTED AS OF THIS 19TH DAY OF JULY, 1996:
GLENMARK HOLDING COMPANY LIMITED PARTNERSHIP
/S/ XXXX X. XXXXXXXXXX
By: _______________________________________
Xxxx X. Xxxxxxxxxx, General Partner
/S/ XXXXX X. XXXXXX
By: _______________________________________
Xxxxx X. Xxxxxx, General Partner
