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EXHIBIT 10.36
[XXXXXXXXX, XXXXXX & XXXXXXXX XXXXXXXXXX]
March 28, 1997
Coram, Inc.
Coram Healthcare Corporation
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx Xxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxx
President and Chief Executive Officer
Gentlemen:
We refer to the Securities Purchase Agreement dates as of April 6, 1995
among Coram, Inc., as Issuer, ourselves, as initial Purchaser and Coram
Healthcare Corporation (as amended, the "Agreement"). Terms defined in the
Agreement are used herein with the same meanings.
We agree to defer payment of each installment of interest due on the
Securities prior to March 31, 1998, each installment of the duration fee
payable pursuant to Section 2.2(d) of the Agreement due prior to March 31, 1998
and the fee payable pursuant to Section 7.1(c) of the Agreement, together with
interest accrued thereon to March 31, 1997. Such deferred amounts shall bear
interest from the respective dates on which (but for the provisions of this
letter) they would otherwise be due, until paid in full, at the rate of
interest specified in the Securities, which interest shall be due and payable
together with such deferred amounts on the earlier of (i) March 31, 1998 and
(ii) the date of maturity or payment of all outstanding Securities, by
acceleration or otherwise (such earlier date, the "Payment Date"), provided
that if all principal of and interest on the Securities, and all such deferred
amounts, shall not have been paid in full by June 30, 1997, then the Issuer
shall (unless, prior to June 30, 1997, Coram Healthcare Corporation shall have
merged with a wholly-owned subsidiary of Integrated Health Services, Inc.
pursuant to a transaction to which the undersigned has consented), in addition
to the interest provided for in this sentence, pay to the Purchaser a fee at a
rate of 1% per annum on the daily amount of all unpaid principal of and
interest on the Securities, and all such deferred amounts, such fee to accrue
(retroactively in the case of days prior to June 30, 1997) from and including
March 31, 1997 through but excluding the date upon which all principal of and
interest on the Securities, and all such deferred amounts, are paid in full and
shall be payable on the Payment Date and on each date thereafter on which
interest on the Securities is payable.
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We consent to the Ninth Amendment to the Credit Agreement dated as of
March 14, 1997.
Except as specified herein, the terms of the Bridge Documents shall
remain in full force and effect and are hereby confirmed.
The terms of this letter shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to the
choice of law principles thereof.
If the foregoing is acceptable to you, please so signify by signing
below not later than March 31, 1997, whereupon, subject to the effectiveness of
the Ninth Amendment to Credit Agreement dated as of March 14, 1997 among Coram,
Inc., Coram Healthcare Corporation, each Subsidiary Guarantor referred to
therein, each Lender referred to therein and The Chase Manhattan Bank, as agent
for the Lenders and as fronting bank, this agreement shall become binding and
effective.
Sincerely,
CORAM FUNDING, INC.
By: /s/ XXXXXX XXXXX
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Title: Sr. Vice President
Accepted and agreed this
28th day of March, 1997.
CORAM, INC.
By: /s/ XXXXXXX X. XXXXX
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Title: CFO
CORAM HEALTHCARE CORPORATION
By: /s/ XXXXXXX X. XXXXX
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Title: CFO
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