EXHIBIT 10.82
Collateralization Agreement
This Agreement is entered into as of January 30th, 2003, between Xxxxxx
Trust and Savings Bank, ("Financial Institution",) with its principal place of
business at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 and Xxxxx X. Xxxxx,
Esquire, whose principal place of business is located at 0000 Xxxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxxxxxxx, XX 00000 and who is a Trustee in the bankruptcy case
of Coram Healthcare Corporation and Coram, Inc., Case No. 00-3299 through
00-3300, (jointly administered) (The "Bankruptcy Case").
RECITALS
a. Under Section 345 of the Bankruptcy Code (11 U.S.C. ss. 345), a
Trustee in a bankruptcy case shall require from the entity with which bankruptcy
estate monies are deposited or invested, a bond, or the deposit of specified
securities with respect to such deposits or investments which are not insured or
guaranteed by the United States.
b. Trustee has established deposit accounts (the "Deposit Accounts")
with Financial Institution for the purpose of depositing and investing the money
of the bankruptcy estate of the Debtor ("Estate"). It is expected that a portion
of the Estate money in Deposit Accounts will not be insured or guaranteed by the
United States.
c. Financial Institution is to comply with 11 U.S.C. ss. 345 of the
Bankruptcy Code and any other laws and regulations relating to the deposit or
investment of Estate money. Financial Institution is an insured financial
institution under the Federal Deposit Insurance Act as evidenced by the
Certification from the Federal Deposit Insurance Corporation ("FDIC") attached
to this Agreement as Attachment A. The United States Trustee for Region III is
required to supervise the Estate's compliance with 11 U.S.C. ss. 345.
In consideration of Trustee's maintaining the Deposit Accounts with
Financial Institution, and intending to be legally bound hereby, Financial
Institution and Trustee agree as follows:
1. With respect to Estate money on deposit or invested with Financial
Institution which is not insured or guaranteed in accordance with 11 U.S.C. ss.
345, Financial Institution shall deposit and maintain with the Federal Reserve
Bank of St. Louis ("Fed") only those securities belonging to Financial
Institution which are of the kind specified in 31 U.S.C. ss. 9303 - namely,
public debt obligations of the United States Government or obligations whose
principal and interest is unconditionally guaranteed by the United States (the
"Pledged Securities"). The par value of the Pledged Securities will always be at
least equal to the total amount of all monies of the Estate, including accrued
interest, on deposit with Financial Institution at any time, less the amount of
any estate deposits insured by the United States or by a department, agency or
instrumentality of the United States including the FDIC.
2. Financial Institution hereby grants to the United States Trustee a
security interest in the Pledged Securities and agrees that all such Securities
shall be pledged and assigned to the United States Trustee to secure Estate
monies deposited with Financial Institution. Financial Institution will instruct
Fed to designate United States Trustee as the pledgee with respect to the
Pledged Securities, and to maintain such Securities in a "31 C.F.R. Part 225"
account which shall have a sub-account in the name of the United States Trustee
(the "sub-account"). The deposit of Pledged Securities by Financial Institution
with Fed shall be subject to the terms and conditions of Fed's standard
operating circular relating to its provision of securities custodial services.
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3. Financial Institution shall arrange with the Fed that, within
fifteen (15) days after the end of each calendar month, the Fed shall send to
the following office of the United States Trustee a pledge holding statement
for the Sub-account setting forth the Pledged Securities then on deposit with
Fed pursuant to this Agreement:
Office of the United States Trustee
J. Xxxxx Xxxxx Federal Building
000 Xxxx Xxxxxx, Xxxxx 0000
Lockbox No. 35
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Assistant United States Trustee
4. The interest coupons or other evidence of income derived from the
Pledged Securities with Fed may be administered for the benefit of Financial
Institution in such manner as Financial Institution and Fed may agree upon. No
order of a court or approval of the Trustee or United States Trustee is required
to allow Financial Institution to substitute acceptable securities with Fed as
long as the total par value of all Pledged Securities deposited by Financial
Institution with Fed is maintained at all times in the amount previously
described. The withdrawal or reduction as well as any additions in amount of any
Pledged Securities shall require the prior written consent of the United States
Trustee, or his designee, i.e., an employee of the Office of the United States
Trustee.
5. Within fifteen (15) days after the end of each calendar month,
Financial Institution shall file with the United States Trustee, or his
designee, i.e., an employee of the Office of the United States Trustee, a report
stating (i) the balance of each Deposit Account, and (ii) the par value of the
Pledged Securities currently on deposit with Fed with respect to each of the
Deposit Accounts.
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6. If Financial Institution fails to pay, when due, the whole or any
part of any Estate monies deposited with Financial Institution, including
accrued interest, or if Financial Institution otherwise violates or fails to
perform any of the terms of this Agreement, or if Financial Institution becomes
insolvent, or if Financial Institution is closed for business by law of by
proper regulatory action, or if a receiver, conservator or liquidator is
appointed for the purpose of terminating the business of Financial Institution,
the United States Trustee, or his designee, i.e., an employee of the Office of
the United States Trustee without prior notice or demand, through such agents as
may be designated for the purpose, may redeem, sell, assign or transfer the
Pledged Securities, any additions or substitutions of such Securities, in whole
or in part, at either public or private sale or sales. Any sale of Pledged
Securities will be free from any equity or right redemption on Financial
Institution's part and without a prior appraisal, Financial Institution waives
all rights to notice and any right of redemption it might have to the Pledged
Securities. The proceeds of any sale or sales will be supplied to the Estate
whose monies were deposited with Financial Institution. Surplus proceeds, if
available, will be applied to the payment of any damages, demands or
deficiencies caused by Financial Institution's default under this Agreement. Any
then remaining surplus proceeds will be paid to Financial Institution.
7. This Agreement shall remain in effect during the pendency of the
Bankruptcy case.
8. This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns.
9. No consent or waiver under this agreement shall be effective unless
in writing. No waiver of any breach or default shall be deemed a waiver of any
breach or default thereafter
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occurring.
10. This Agreement contains and embodies the entire agreement of the
parties hereto, and supersedes all prior agreements between the parties. This
Agreement may not be modified or amended other than by an agreement in writing
signed by the parties hereto, provided that no such modification or amendment
shall be effective without the prior written consent of the United States
Trustee.
11. This Agreement shall be governed by and interpreted under the laws
of the State of New Jersey.
12. The Agreement may be executed in counterparts.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed, as of the day and year first above written.
Attest: Financial Institution:
[Corporate Seal]
By: /s/ XXXX X. XXXXXX
-------------------------------------- ---------------------------------
Title: Title: Vice President
-------------------------------- ------------------------------
Approved as to Form
XXXXXX X. XXXXXX
ACTING UNITED STATES TRUSTEE Trustee:
By: By: /s/ XXXXX X. XXXXX,
---------------------------------- AS CHAPTER 11 TRUSTEE
Xxxxxxx XxXxxxxxx FOR CORAM HEALTHCARE CORP.
Assistant United States Trustee AND CORAM, INC.
District of Delaware ------------------------------
Title: Chapter 11 Trustee
Dated: ------------------------------
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