EXHIBIT 10.60
Transworld HealthCare, Inc.
00 Xxxxxxxx Xxxxxx
Xxxxx, Xxx Xxxxxx 00000
June 12, 1997
Health Management, Inc
0000-X Xxxxxx xxxxx
Xxxxxxx Xxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of
November 13, 1996, as amended by letter agreements, dated November 27, 1996,
December 12, 1996, December 23, 1996, January 10, 1997, January 13, 1997 and
March 26, 1997, among Transworld HealthCare, Inc. ("Transworld"), IMH
Acquisition Corp. ("Newco"), and Health Management, Inc. (as amended, the
"Merger Agreement").
The parties hereto agrees as follows:
1. Section 8.1(a)(iv) of the Merger Agreement is hereby amended by
changing the date "June 30, 1997" to "July 31, 1997."
2. Section 8.1(c) of the Merger Agreement is hereby amended by changing
the date "June 30, 1997" to "July 31, 1997."
Except to the extent amended hereby, the Merger Agreement shall remain
in full force and effect and nothing herein shall affect, of be deemed to be a
waiver of, the other terms and provisions of the Merger Agreement.
The effectiveness of this amendment shall subject, at the option of
Transwrold and Newco, to the receipt by Transworld of the written consent to
this amendment by the lenders (the "Banks") party to the Credit Agreement,
dated as of July 31, 1996, as amended, among Transworld, the Banks and Bankers
Trust Company, as agent. If the written consent of the Banks has not been
obtained on or prior to July 11, 1997, then at any time thereafter Transworld
may, in its sole discretion, terminate this amendment (in which case this
amendment shall be null and void ab initio).
Health Management, Inc.
June 12, 1997
Page 2
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 HEALTHCARE, INC.
BY /s/ Xxxxxx X. Fine
----------------------------
Name: Xxxxxx X. Fine
Title: President
IMH ACQUISITION CORP.
BY /s/ Xxxxxx X. Fine
----------------------------
Name: Xxxxxx X. Fine
Title: President
AGREED TO:
HEALTH MANAGEMENT, INC.
BY: /s/ Wm. Xxxxx Xxxxx
--------------------------
Name: Wm. Xxxxx Xxxxx
Title: President and Chief
Executive Officer
