1
SECOND AMENDMENT
DATED AS OF SEPTEMBER 7, 1995
This SECOND AMENDMENT dated as of September 7, 1995 (this
"AMENDMENT") to the Credit Agreement dated as of April 6, 1995, as amended by
that certain First Amendment and Waiver dated as of August 9, 1995 (the "FIRST
AMENDMENT") (as so amended, the "CREDIT AGREEMENT"), is by and among CORAM
HEALTHCARE CORPORATION, a Delaware corporation ("CORAM"), CORAM, INC., a
Delaware corporation (the "BORROWER") and a wholly owned subsidiary of Coram,
EACH SUBSIDIARY GUARANTOR (as defined in the Credit Agreement) listed on
Exhibit A hereto, THE FINANCIAL INSTITUTIONS PARTY THERETO (the "LENDERS") and
CHEMICAL BANK, an agent for the Lenders (in such capacity the "ADMINISTRATIVE
AGENT"), as collateral agent for the Lenders (in such capacity, the "COLLATERAL
AGENT") and as fronting bank (in such capacity, the "FRONTING BANK").
Capitalized terms used herein without definitions shall have the respective
meanings assigned in the Credit Agreement.
RECITALS
WHEREAS, in order to permit Pharmcare, Inc., a subsidiary of
the Borrower, to effect a sale of certain assets and to deposit certain
proceeds of such sale in a collateral account as security for the obligations,
the Borrower, Coram, the Subsidiary Guarantors and the Lenders named on the
signature pages hereof desire to amend the Credit Agreement to (i) amend the
definition of "Net Proceeds" contained therein and (ii) modify which Net
Proceeds are required to be deposited in the Special Collateral Account (as
defined in the First Amendment).
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the Borrower, Coram, the
Subsidiary Guarantors and the Lenders hereby agree, on the terms and subject to
the conditions set forth herein, as follows:
2
AGREEMENT
SECTION 1. AMENDMENTS TO ARTICLE 1: DEFINITIONS AND
ACCOUNTING MATTERS.
The definition of "Net Proceeds" contained in Section 1.01 of
the Credit Agreement is hereby amended by deleting clause (vi) from subsection
(b) thereof and substituting the phrase "(vi) the sale of all or any part of
the capital stock or assets of Pharmcare, Inc." therefor.
SECTION 2. OTHER AGREEMENTS. (a) Each of the
Borrower, Coram and each Subsidiary Guarantor hereby agrees to deposit in the
Special Collateral Account all amounts required to be deposited by it in the
Special Collateral Account pursuant to Section 4(f) of the First Amendment;
provided that, to the extent not otherwise required by Section 4(f) of the
First Amendment, the Borrower, Coram and Subsidiary Guarantors shall also
deposit 100% of the cash proceeds (including cash proceeds subsequently
received after the Closing Date and amounts initially placed in escrow that
subsequently become available) from any sale, transfer or other disposition of
all or any part of the capital stock or assets of Pharmcare, Inc., less
reasonable broker's or consultant's fees or commissions, reasonable legal
costs, transfer and similar taxes and the Borrower's good faith estimate of
income taxes incurred in connection with the receipt of such cash proceeds.
(b) The undersigned Lenders hereby consent to the sale by
Pharmcare, Inc. of the assets to be sold pursuant to that certain Asset
Purchase Agreement dated on or about September 8, 1995 among Compass Pharmacy
Services of Texas, Inc., Pharmcare, Inc. and Coram; provided that all amounts
required to be deposited in the Special Collateral Account in respect of such
sale are deposited in the Special Collateral Account.
SECTION 3. EFFECTIVENESS. This Amendment shall
become effective as of the date hereof upon the Administrative Agent's receipt
of copies hereof that, when taken together, bear the signatures of each of the
Borrower, Coram, the Subsidiary Guarantors and the Required Lenders.
SECTION 4. NOTICES. All notices hereunder shall be
given in accordance with the provisions of Section 9.01 of the Credit
Agreement.
SECTION 5. APPLICABLE LAW. THIS WAIVER SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
2
3
SECTION 6. NO NOVATION. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of or otherwise affect the rights and remedies of
any party under the Credit Agreement, nor alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement, all of which are ratified and affirmed in
all respects and shall continue in full force and effect. This Amendment shall
apply and be effective only with respect to the provisions of the Credit
Agreement specifically referred to herein.
SECTION 7. COUNTERPARTS. This Amendment may be
executed in two or more counterparts, each of which shall constitute an
original but all of which when taken together shall constitute but one
contract. Delivery of an executed counterpart of a signature page of this
Amendment by facsimile transmission shall be as effective as delivery of a
manually executed counterpart of this Amendment.
[Remainder of page intentionally left blank.]
3
4
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
CORAM HEALTHCARE CORPORATION
By:/s/ XXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chairman, CEO & President
CORAM, INC.
By:/s/ XXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chairman, CEO & President
EACH SUBSIDIARY GUARANTOR
LISTED ON EXHIBIT A
By:/s/ XXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chairman, CEO & President
CHEMICAL BANK, individually and as
Administrative Agent, Collateral Agent and
Fronting Bank
BY:/S/ XXXXXXX XXXXXX
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
S-1
5
BANK OF AMERICA NT & SA
By: /s/ XXXXXX XXXXXX
------------------------------------
Name: Xxxxxx Xxxxxx
-------------------------------
Title: Vice President
------------------------------
BANK OF IRELAND GRAND CAYMAN
By: [illegible]
------------------------------------
Name: [illegible]
-------------------------------
Title: Assistant Treasurer
------------------------------
THE BANK OF NOVA SCOTIA
By: /s/ X. X. XXXXXXXXX
------------------------------------
Name: X. X. Xxxxxxxxx
-------------------------------
Title: Assistant General Manager
------------------------------
BANK POLSKA
By: /s/ XXXXXXX X. XXXX
------------------------------------
Name: Xxxxxxx X. Xxxx
-------------------------------
Title: Vice President Senior
Lending Officer
------------------------------
BHF-BANK Aktienqesellschaft (f/k/a)
BERLINER HANDELS-UND
FRANKFURTER BANK GRAND
CAYMAN BRANCH
By: /s/ XXXXX XXXXXXXX
------------------------------------
Name: XXXXX XXXXXXXX
-------------------------------
Title: VP
------------------------------
BHF-BANK Aktienqesellschaft (f/k/a)
BERLINER HANDELS-UND
FRANKFURTER BANK GRAND
CAYMAN BRANCH
By: /s/ XXXX XXXXXX
------------------------------------
Name: XXXX XXXXXX
-------------------------------
Title: VP
------------------------------
X-0
0
XXX XXXX XXXXX LOAN PORTFOLIO
(a Unit of Chemical Bank),
By:
------------------------------------
Name:
-------------------------------
Title:
------------------------------
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: /s/ XXXX XXXXXXX
------------------------------------
Name: Xxxx Xxxxxxx
-------------------------------
Title: Authorized Signature
------------------------------
FIRST CHICAGO CAPITAL MARKETS, INC.
By:
------------------------------------
Name:
-------------------------------
Title:
------------------------------
THE FIRST NATIONAL BANK OF BOSTON
By:
------------------------------------
Name:
-------------------------------
Title:
------------------------------
S-3
7
THE FIRST NATIONAL BANK OF
CHICAGO
By:
------------------------------------
Name:
-------------------------------
Title:
------------------------------
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By:
------------------------------------
Name: Xxx X. Xxxx
-------------------------------
Title: Senior Vice President
------------------------------
THE MITSUBISHI BANK, LIMITED
CHICAGO BRANCH
By: /s/ XXXXXX XXXXXXXXX
------------------------------------
Name: XXXXXX XXXXXXXXX
-------------------------------
Title: JOINT GENERAL MANAGER
------------------------------
NBD BANK
By: /s/ XXXXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
-------------------------------
Title: Vice President
------------------------------
NATIONSBANK OF TEXAS, N.A.
By: /s/ XXXXXXX XXXX
------------------------------------
Name: Xxxxxxx Xxxx
-------------------------------
Title: Senior Vice President
------------------------------
S-4
8
THE SUMITOMO TRUST & BANKING
COMPANY, LTD., NEW YORK BRANCH
By: /s/ XXXXX X. XXXXXX
--------------------------------------
Name: XXXXX X. XXXXXX
---------------------------------
Title: Senior Vice President
Manager, Corporate Finance Dept.
--------------------------------
S-5
9
EXHIBIT A
SUBSIDIARIES OF
CORAM HEALTHCARE CORPORATION(1)
X. XXXXX HEALTHCARE CORPORATION SUBSIDIARIES:
T2 Medical, Inc.
Curaflex Health Services, Inc.
HealthInfusion, Inc.
H.M.S.S., Inc.
Medisys, Inc.
B. T2 MEDICAL, INC. SUBSIDIARIES:
Alabama Home Therapeutics VI, Inc.
Athens Home Therapeutics, Inc.
Atlantic Coast Home Therapeutics, Inc. [to be
changed to Coram Healthcare Corporation of Virginia]
Augusta Home Therapeutics, Inc.
Baltimore Home Therapeutics, Inc.
Capital Home Therapy, Inc.
Central Texas Home Therapeutics, Inc.
Charleston Home Therapeutics, Inc.
Charleston Home Therapeutics II, Inc.
City Home Therapeutics, Inc.
____________________
(1) Effective upon consummation of the Caremark Acquisition
A-1
10
Colonial Home Therapeutics, Inc.
Columbia Home Therapeutics, Inc.
Columbus Home Therapeutics, Inc.
Commonwealth Home Therapeutics, Inc.
Commonwealth Home Therapeutics II, Inc.
Commonwealth Home Therapeutics III, Inc.
Coram Healthcare Corporation of Alabama, formerly
known as Alabama Home Therapeutics, Inc.
Coram Healthcare Corporation of Asheville, formerly
known as Asheville Home Therapeutics, Inc.
Coram Healthcare Corporation of Central Florida, formerly
known as Home Therapeutics of Florida, Inc.
Coram Healthcare Corporation of Central Virginia, formerly
known as Central Virginia Home Therapeutics, Inc.
Coram Healthcare Corporation of Charlotte, formerly
known as North Carolina Home Therapeutics, Inc.
[to be changed to Coram Healthcare Corporation of
North Carolina]
Coram Healthcare Corporation of Connecticut, formerly
known as Connecticut Home Therapeutics, Inc.
Coram Healthcare Corporation of Georgia, formerly
known as Georgia Home Therapeutics, Inc.
Coram Healthcare Corporation of Greater Washington, D.C., formerly
known as Potomac Home Therapeutics, Inc.
Coram Healthcare Corporation of Iowa, formerly
known as Iowa Home Therapeutics, Inc.
Coram Healthcare Corporation of Mississippi, formerly
known as Mississippi Home Therapeutics, Inc.
A-2
11
Coram Healthcare Corporation of New Jersey, formerly
known as Northern New Jersey Home Therapeutics, Inc.
Coram Healthcare Corporation of Northern California, formerly
known as Lifesource, Inc.
Coram Healthcare Corporation of Northern Nevada, formerly
known as TPN, Inc.
Coram Healthcare Corporation of Northern Ohio, formerly
known as Cleveland Home Therapeutics, Inc.
Coram Healthcare Corporation of Oklahoma, formerly
known as Tulsa Home Therapeutics, Inc.
Coram Healthcare Corporation of Rhode Island, formerly
known as Rhode Island Home Therapeutics, Inc.
Coram Healthcare Corporation of Southern Florida, formerly
known as Southwest Florida Home Therapeutics, Inc.
Coram Healthcare Corporation of Southern Ohio, formerly
known as Tri-State Home Therapeutics, Inc.
Coram Healthcare Corporation of Tennessee, formerly
known as Knoxville Home Therapeutics, Inc.
Coram Healthcare Corporation of Shenandoah Valley, formerly
known as Shenandoah Home Therapeutics, Inc.
Coram Healthcare Corporation of Washington, formerly
known as Puget Sound Home Therapeutics, Inc.
Coram Healthcare Corporation of Western Florida, formerly
known as Sarasota Home Therapeutics, Inc.
Coram Healthcare Corporation of Western Kentucky, formerly
known as Western Kentucky Home Therapeutics, Inc.
Coram Healthcare Corporation of West Virginia, formerly
known as Southern West Virginia Home Therapeutics, Inc.
A-3
12
Cullam Home Therapeutics, Inc.
Dallas Home Therapeutics, Inc.
Dallas Home Therapeutics II, Inc.
Delaware Valley Home Therapeutics, Inc.
Diablo Home Therapeutics, Inc.
Drs. MBWS Home Therapeutics, Inc.
East Tennessee Home Therapeutics, Inc.
Georgia Home Nursing, Inc.
Georgia Home Therapeutics V, Inc.
Golden Gate Home Therapeutics, Inc.
Gramercy Park Home Therapeutics, Inc.
Greater Connecticut Home Therapeutics, Inc.
Greater New York Home Therapeutics, Inc.
Heritage Medical Services of Georgia, Inc.(2)
Home Therapeutics Supply, Inc.
Hunter Home Therapeutics, Inc.
Indiana Home Therapeutics, Inc. [to be
changed to Coram Corporation of Indiana]
Intracare Corporation(3)
Intracare Holdings Corporation
____________________
(2) Wholly owned subsidiary of T2 Lithotripter Investment, Inc.
(3) Wholly owned subsidiary of Intracare Holdings Corporation.
A-4
13
Kentucky Home Therapeutics, Inc.
Keystone Home Therapeutics, Inc.
Litho Center Southwest, Inc.(4)
Long Island Home Therapeutics, Inc.
Meridian Home Therapeutics, Inc.
Xxxxxxx Home Therapeutics, Inc.
Metropolitan Home Therapeutics II, Inc.
Middle Tennessee Home Therapeutics, Inc.
Mid-Florida Home Therapeutics, Inc.
Midlands Home Therapeutics, Inc.
Milwaukee Home Therapeutics, Inc.
Milwaukee Home Therapeutics II, Inc.
Minnesota Home Therapeutics, Inc.
Mississippi Home Therapeutics II, Inc.
Xxxxxxxxxx Home Therapeutics, Inc.
Montgomery Home Therapeutics II, Inc.
New Orleans Home Therapeutics, Inc.
New York Home Therapeutics, Inc.
Northern New York Home Therapeutics, Inc.
Northshore Home Therapeutics, Inc.
____________________
(4) Wholly owned subsidiary of T2 Lithotripter Investment of Texas, Inc.
X-0
00
Xxxxx Xxxxx Home Therapeutics, Inc.
Oceanside Home Therapeutics, Inc.
Penn Valley Home Therapeutics, Inc.
Phoenix Home Therapeutics, Inc.
Piedmont Home Therapeutics, Inc.
Piedmont Home Therapeutics III, Inc.
Piedmont Home Therapeutics IV, Inc.
Professional Home Nursing, Inc.
Rhode Island Home Therapeutics II, Inc.
Rhode Island Home Therapeutics III, Inc.
River City Nursing, Inc.
Sacramento Home Therapeutics, Inc.
Salem Home Therapeutics, Inc.
Santa Xxxxxxx Home Therapeutics, Inc.
Sarasota Home Therapeutics II, Inc.
Servicetrends, Inc.
Southeast Home Therapeutics, Inc.
Southeast Home Therapeutics III, Inc.
Southeast Home Therapeutics IV, Inc.
Southern Arizona Home Therapeutics, Inc.
Southern California Home Therapeutics, Inc.
[to be changed to Coram Healthcare Corporation
of San Diego]
X-0
00
Xxxxxxxx Xxxxxxxxxxx Home Therapeutics, Inc.
Space Coast Home Therapeutics, Inc.
St. Louis Home Therapeutics, Inc.
Syracuse Home Therapeutics, Inc.
Tampa Bay Area Home Therapeutics, Inc.
Texas Home Therapeutics, Inc.
T-Med, Inc.
Triad Home Therapeutics, Inc.
Tri-State Home Therapeutics III, Inc.
T2 Lithotripter Investment, Inc.
T2 Lithotripter Investment of Alabama, Inc.(5)
T2 Lithotripter Investment of Indiana, Inc.(6)
T2 Lithotripter Investment of Texas, Inc.(7)
T2 Medical Investments, Inc.
Tuscon Home Therapeutics, Inc.
Utah Home Therapeutics, Inc.
Westchester Home Therapeutics, Inc.
West 82nd Street Home Therapeutics, Inc.
____________________
(5) Wholly owned subsidiary of T2 Lithotripter Investments, Inc.
(6) Wholly owned subsidiary of T2 Lithotripter Investments, Inc.
(7) Wholly owned subsidiary of T2 Lithotripter Investments, Inc.
A-7
16
White Plains Home Therapeutics, Inc.
C. CURAFLEX HEALTH SERVICES, INC. SUBSIDIARIES:
Caremark Pharmacy Services, Inc., formerly
known as Pharmcor, Inc.
CASC, Inc.
CHC of New York, Inc.(8)
Clinical Homecare Corporation(9)
Comprehensive Pharmacy Home IV Services, Inc.
Coram Alternate Site Services, Inc.,
formerly Curaflex Infusion Services, Inc.
Coram Healthcare Corporation of Arizona
Coram Healthcare Corporation of Colorado
Coram Healthcare Corporation of Louisiana,
formerly known as Curaflex Nursing Services, Inc.
Coram Healthcare Corporation of Michigan
Coram Healthcare Corporation of Nebraska
Coram Healthcare Corporation of North
Texas, formerly known as Continuecare/Curaflex
Health Services, Inc.
Coram Healthcare Corporation of Oregon
Coram Healthcare Corporation of Southern California
____________________
(8) Wholly owned subsidiary of Clinical Homecare Corporation.
(9) Wholly owned subsidiary of Curaflex Clinical Services, Inc.
A-8
17
Coram Healthcare Corporation of Southern Nevada
Coram Healthcare Corporation of Utah,
formerly known as Curaflex Home Solution, Inc.
Coram Healthcare Corporation of Massachusetts
Curaflex Management Services, Inc.
Curaflex Massachusetts, Inc.
Curaflex of New York, Inc.
HomeLine, Inc.
New Jersey Living Center, Inc.
Orion Medical Services, Inc.
Stratogen of Florida, Inc.
Stratogen of Rhode Island, Inc.
D. MEDYSIS, INC. SUBSIDIARIES:
American Home Therapies, Inc. [to be
changed to Coram Healthcare of Missouri]
CareVan HomeCare of Illinois, Inc.
CareVan Medical Systems of Indiana, Inc.
CareVan Medical Systems of Ohio, Inc.(10)
CareVan Medical Systems of Texas, Inc.(11)
Coram Healthcare Corporation of Illinois,
formerly known as CareVan Medical
____________________
(10) 88.2% owned by Medysis, Inc.
(11) 88.3% owned by Medysis, Inc.
A-9
18
Systems of Illinois, Inc.
Coram Healthcare Corporation of Minnesota,
formerly known as CareVan Medical
Systems, Inc.
Coram Healthcare Corporation of Wisconsin,
formerly known as CareVan Medical
Systems of Wisconsin, Inc.
PharmCare, Inc.
E. HEALTHINFUSION, INC. SUBSIDIARIES:
First Circle, Inc.(12)
HealthInfusion Dialysis, Inc.
HealthInfusion Franchise, Inc.
HealthInfusion of Delaware, Inc.
HealthInfusion of Indiana, Inc.
HealthInfusion of Mid-Atlantic, Inc.
HealthInfusion of Naples, Inc.
HealthInfusion of New York, Inc.
HealthInfusion of Oklahoma, Inc.
HealthInfusion of Oregon, Inc.
HealthInfusion of Pennsylvania, Inc.
HealthInfusion of Southern Oregon, Inc.
Hospicenter of Texas, Inc.
____________________
(12) Ceased operations 12/94.
A-10
19
In Vivo Acquisition Corporation
NEFRA, Inc.
F H.M.S.S. SUBSIDIARIES:
Coram Healthcare Corporation of Texas,
formerly known as H.M.S.S. of Texas, Inc.
H.M.S.S. Infusion Affiliates, Inc.
H.M.S.S. Infusion Affiliates of Jacksonville, Inc.
H.M.S.S. Management, Inc.
H.M.S.S. of New York, Inc.
Therapeutic Affiliates, Inc.
A-11
