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EXHIBIT 7
June 29, 2000
CONFIDENTIAL
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RS Investment Management Co., LLC
338 Market Street, suite 200
San Francisco, CA 94111
Attention: _______________
Re: In Home Health, Inc.
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Dear _____________:
This letter sets forth our mutual understanding regarding the sale by
RS Value Group, LLC, a Delaware limited liability company ("Seller"), on behalf
of RS Orphan Fund, L.P. and RS Orphan Offshore Fund, L.P., of an aggregate
461,734 shares (the "Shares") of the common stock of In Home Health, Inc., a
Minnesota corporation ("IHHI"), to ManorCare Health Services, Inc., a Delaware
corporation, or its designee ("ManorCare"), at a purchase price of $3.375 per
share, for an aggregate purchase price of $1,558,352.23 (the "Purchase Price").
By executing a copy of this letter, Seller thereby represents that it owns the
Shares (of record and beneficially), free and clear of all liens, encumbrances
and claims. In connection with the sale of the Shares, Seller agrees to execute
and deliver, against payment of the Purchase Price by ManorCare, such agreements
and instruments as shall be necessary or advisable to transfer and assign the
Shares to ManorCare and to vest in ManorCare all legal and beneficial ownership
thereof, including, without limitation, (i) one or more assignments separate
from certificate (each with a Medallion signature guarantee), and (ii) an
irrevocable proxy granting to ManorCare the right to vote the Shares.
By executing a copy of this letter, Seller thereby represents that
neither Seller nor any of its subsidiaries or affiliates owns, beneficially or
of record, any shares of IHHI common stock other than the Shares.
If you are in agreement with the foregoing, please sign in the space
indicated below and return one signed copy hereof to the undersigned, whereupon
the terms hereof shall become a binding agreement between us with respect to the
matters specifically agreed herein.
Very truly yours,
Geoffrey G. Meyers
Executive Vice President, Chief Financial Officer
ManorCare Health Services, Inc.
ACCEPTED AND AGREED TO:
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RS VALUE GROUP, LLC,
on behalf of RS Orphan Fund, L.P. and RS Orphan Offshore Fund, L.P.
By: /s/ Paul H. Stephens
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Name: Paul H. Stephens
Title: General Partner
Date: June 29, 2000
