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EXECUTION COPY
FIRST AMENDMENT AND WAIVER dated as of August 9, 1995 (this
"Amendment"), to the Credit Agreement dated as of April 6, 1995 (the
"Credit Agreement"), 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").
WHEREAS, the Borrower and Coram have requested that the Lenders waive
certain Events of Default (such term and each other capitalized term used but
not defined herein having the meanings assigned to such terms in the Credit
Agreement) and, in connection therewith, the Borrower and Coram have agreed to
make certain additional agreements and to amend the terms of the Credit
Agreement as set forth herein; and
WHEREAS, (a) the Lenders are willing, on the terms, subject to the
conditions and to the extent set forth below, to grant such a waiver and effect
such amendments and (b) the Borrower and Coram are willing to make such
additional agreements.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the Borrower, Coram and the Lenders
hereby agree, on the terms and subject to the conditions set forth herein, as
follows:
SECTION 1. Waiver. Subject to Section 7 of this Amendment, the Lenders
hereby waive (a) all Events of Default under the Credit Agreement that have
occurred on or prior to the date of this Amendment and that may arise after the
date hereof to the extent that such Events of Default arise out of the
Borrower's failure as of June 30, 1995, to comply with the covenants set forth
in Sections 6.12 and 6.13 of the Credit Agreement and (b) all rights of the
Lenders to assert that any Event of Default (including any Event of Default
arising out of a breach of Sections 3.06, 5.01 or 5.05 of the Credit Agreement)
has occurred as of the date of this Amendment or at any time hereafter because
of (i) any material adverse change in the business, assets, operations,
properties, financial condition or prospects of Coram, the Borrower and the
Subsidiaries, taken as a whole, or the Acquired Business or (ii) any Material
Adverse Effect, so long as the Borrower shall not willfully fail to promptly
disclose
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the occurrence of any such material adverse change or Material Adverse Effect to
the Lenders. The Borrower, Coram and the Lenders hereby acknowledge and agree
that nothing in this Section 1 shall affect any of the obligations of the
Borrower under Article II of the Credit Agreement (including, without
limitation, Section 2.12(c) of the Credit Agreement).
SECTION 2. Amendments. (a) The Borrower, Coram and the Lenders hereby amend
the definition of the term "Net Proceeds" that is contained in Section 1.01 of
the Credit Agreement by deleting subsection (b) thereof and substituting the
following text therefor:
"(b) the cash proceeds (including cash proceeds subsequently received
in respect of noncash consideration initially received after the Closing
Date and amounts initially placed in escrow that subsequently become
available) from any sale, transfer or other disposition of any asset or
assets of Coram, the Borrower or any Subsidiary after the Closing Date
(other than (i) the sale of inventory and other assets in the ordinary
course of business, (ii) sales of Permitted Investments and other readily
marketable investment securities in the ordinary course of business, (iii)
leases and subleases in the ordinary course of business, (iv) sales and
other transfers between or among Coram, the Borrower and the Subsidiaries,
(v) sales and other dispositions of assets included in paragraph (a) of
this definition, (vi) the sale of all of the capital stock of Pharmcare,
Inc, (vii) the sale of all of the partnership interests in Tenn./Ga. Stone
Group Two, L.P. and (viii) sales of assets by any Joint Venture (other than
a sale of all or substantially all its assets or a complete liquidation of
such Joint Venture)) to any person in any transaction or series of related
transactions, for an aggregate purchase price of $2,500,000 or more for the
period following the Closing Date, net of (A) selling expenses of the
Borrower or any Subsidiary (including 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 payment of any
Indebtedness secured by a Lien on such asset that is required by its terms
to be repaid in connection with the sale of such asset, (C) cash payments
required to be made in respect of accrued employee benefits, (D) the amount
of any reasonable reserve established in accordance with GAAP against any
liabilities (other than any taxes deducted pursuant to clause (A) above)
associated with the assets sold or disposed of or retained by Coram, the
Borrower or any of the Subsidiaries, provided that the amount of any
subsequent reduction of such reserve (other than in connection with a
payment in respect of any such liability) shall be deemed to be Net
Proceeds received as of the date of such reduction, and
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(E) to the extent required to be made pursuant to the terms of the
agreement establishing such Joint Venture in the case of the sale of a
Joint Venture, distributions or other payments to minority interests or any
partner in a Joint Venture;"
(b) The Borrower, Coram and the Lenders hereby amend Section 5.04 of the
Credit Agreement by (i) deleting the word "and" at the end of clause (i)
thereof, (ii) deleting the period at the end of clause (j) thereof and
substituting the text "; and" therefor and (iii) inserting the following new
clause (k);
"(k) within 5 days after the end of each week, a cash flow forecast
for the Borrower on a consolidated basis for the 13 weeks following such
week, which forecast shall include a comparison of the prior week's
forecast to actual results."
(c) The Borrower, Coram and the Lenders hereby amend Section 5.13 of the
Credit Agreement by deleting such Section in its entirety and substituting the
following text therefor:
"SECTION 5.13. [Intentionally omitted]."
(d) The Borrower, Coram and the Lenders hereby amend Section 6.05(f) of the
Credit Agreement by deleting such Section in its entirety and substituting the
following text therefor:
"(f) the Borrower and any Subsidiary may sell, assign, pledge or
otherwise transfer any of its assets to the Borrower or any Subsidiary
Guarantor; and"
(e) The Borrower, Coram and the Lenders hereby amend Section 6.06 of the
Credit Agreement by deleting the first sentence of such Section in its entirety
and substituting the following text therefor:
"SECTION 6.06. Dividends and Distributions. Declare or pay, directly or
indirectly, any dividend or make any other distribution (by reduction of capital
or otherwise), whether in cash, property, securities or a combination thereof,
with respect to any shares of its capital stock or directly or indirectly
redeem, purchase, retire or otherwise acquire for value (or permit
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any Subsidiary to purchase or acquire) any shares of any class of its capital
stock or set aside any amount for any such purpose; provided, however, that:
(a) Coram may declare or distribute dividends payable solely in its
common stock;
(b) any Subsidiary may declare and pay dividends or make other
distributions to (i) the Borrower and (ii) any Subsidiary Guarantor;
(c) so long as no Event of Default or Default shall have occurred and
be continuing, the Borrower may (i) declare and pay dividends or make other
distributions to Coram in order to enable Coram to pay any taxes or
expenses required to be paid by Coram in the ordinary course of business,
so long as the aggregate amount of such dividends or other distributions
(other than any such dividends or other distributions made for the purposes
of paying taxes), together with the aggregate principal amount of any loans
made pursuant to Section 6.01(h)(iii)(A), does not exceed $2,000,000 in any
fiscal year; and
(d) any Joint Venture may make distributions to its owners."
(f) The Borrower, Coram and the Lenders hereby amend Section 6.10(c) of the
Credit Agreement by deleting the text "in an outstanding principal amount
exceeding $1,000,000" included in the eleventh line of such Section.
SECTION 3. Representations and Warranties. Each of Coram, the Borrower and
each of the Subsidiary Guarantors represents and warrants to each of the Lenders
that:
(a) The execution, delivery and performance of this Amendment by each
of Coram, the Borrower and each Subsidiary Guarantor (a) have been duly
authorized by all requisite corporate and, if required, stockholder action
and (b) will not (i) violate (A) any provision of law, statute, rule or
regulation, or of the certificate or articles of incorporation or other
constitutive documents or by-laws of Coram, the Borrower or any Loan Party,
(B) any order of any Governmental Authority or (C) any provisions of any
indenture, agreement or other instrument to which Coram, the Borrower or
any Subsidiary is a party or by which any of them or any of their property
is or may be bound, (ii) be in conflict with, result in a breach of or
constitute (alone or with notice or lapse
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of time or both) a default under any such indenture, agreement or other
instrument or (iii) result in the creation or imposition of any Lien upon
or with respect to any property or assets of Coram, the Borrower or any
Subsidiary.
(b) This Amendment has been duly executed and delivered by Coram, the
Borrower and each Subsidiary Guarantor and constitutes a legal, valid and
binding obligation of Coram and the Borrower enforceable against Coram, the
Borrower and each Subsidiary Guarantor in accordance with its terms.
SECTION 4. Other Agreements. (a) The Borrower hereby agrees (i) to provide
to the Lenders as soon as practicable, and in any event on or prior to September
28, 1995, a revised, detailed business plan for Coram and each of its
Subsidiaries covering at least the twelve-month period ending September, 1996,
and (ii) to provide the Lenders an oral presentation of the report specified in
clause (i) above on or prior to October 2, 1995.
(b) The Borrower hereby agrees (i) to provide to the Lenders as soon as
practicable, and in any event on or prior to September 15, 1995, a detailed
report from Ernst & Young and Deloitte & Touche, which report shall contain a
complete analysis of the assets acquired from Caremark, Inc. pursuant to the
Acquisition, (ii) to provide to the Lenders an oral presentation of Ernst &
Young and Deloitte & Touche with respect to the report specified in clause (i)
above on or prior to October 2, 1995, and (iii) to permit the Administrative
Agent to conduct an audit of the accounts receivable of the Borrower and the
Subsidiaries.
(c) The Borrower hereby agrees to provide to the lenders (i) as soon as
practicable, and in any event on or prior to September 15, 1995, a consolidated
statement of profits and losses for the month of July 1995 and (ii) as soon as
practicable, and in any event on or prior to October 15, 1995, a consolidated
statement of profits and losses for the month of August 1995, which statements
delivered pursuant to clauses (i) and (ii) above shall include a calculation of
EBITDA and be certified by one of the Borrower's Financial Officers as fairly
presenting such profits and losses.
(d) Each of Coram and the Borrower agrees that, notwithstanding any of the
terms and provisions of the Credit Agreement, including Sections 6.01, 6.10(c)
and 6.11 thereof, Coram and the Borrower will not, and will not cause or permit
any of the Subsidiaries to:
(i) incur, create, assume or permit to exist any Indebtedness other
than (A) Indebtedness listed on Schedule I hereto or
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(B) Indebtedness permitted pursuant to Section 6.01(a), (b), (c), (d), (e),
(f), (g), (h) or (j) of the Credit Agreement;
(ii) purchase, hold or acquire any Investment other than Investments
permitted by Sections 6.04(a)(i), (a)(ii), (b), (c), (j), (l), (m) or (n)
of the Credit Agreement; or
(iii) permit the aggregate amount of Capital Expenditures made by
Coram, the Borrower and the Subsidiaries between the date of this Amendment
and October 20, 1995, to exceed $2,500,000.
(e) Notwithstanding the terms and provisions of the Credit Agreement or the
Security Agreement (including Article VI thereof), the Borrower agrees (i) to
take the actions specified in Section 5.14(b) of the Credit Agreement and
Section 6.05 of the Security Agreement as soon as practicable, and in any event
on or prior to September 30, 1995 (in the case of the execution of any lock-box
agreements, such lock-box agreements to be substantially in the form of Annex 6
to the Security Agreement or otherwise in a form reasonably acceptable to the
Collateral Agent and the Borrower and in conformity with industry practice) and
(ii) in connection therewith, to cause all accounts so created or maintained to
be held in the name of Chemical Bank, as Collateral Agent for the Lenders.
(f) Notwithstanding any of the terms and provisions of the Credit
Agreement, (i) an amount (such amount, the "Special Collateral Proceeds") equal
to 100% of the cash proceeds of the sales, transfers or other dispositions
described in clauses (vi) and (vii) of paragraph (b) of the definition of the
term "Net Proceeds" (in each case 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) shall be deposited in the Special Collateral
Account established by the Administrative Agent and (ii) any amounts on deposit
from time to time in the Special Collateral Account shall be released to the
Borrower only upon the written consent of the Required Lenders. For purposes of
this Amendment, the term "Special Collateral Account" shall mean an account
established by the Borrower with the Administrative Agent and over which the
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, except that (unless an Event of Default has
occurred and is continuing) the Borrower shall have the exclusive right to
direct the Administrative Agent as to the investment of such deposits in the
Special Collateral Account in Permitted Investments provided, however, that the
Administrative Agent shall not be required to make any investment that, in its
sole judgment, would require or cause the Administrative Agent to be, or would
result, in
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any violation of any law, statute, rule or regulation. The Borrower shall
indemnify the Administrative Agent for any losses relating to the investments so
that the amount available in the Special Collateral Account is not at any time
less than the amount that would have been available had no investments been made
pursuant thereto. Other than any interest earned on such investments, the
Special Collateral Account shall not bear interest. Interest or profits, if any,
on such investments shall be deposited in the Special Collateral Account and
reinvested as specified above. If the maturity of the Loans has been accelerated
pursuant to the terms of the Credit Agreement, the Administrative Agent may, in
its sole discretion, apply all amounts on deposit in the Special Collateral
Account to satisfy any of the Borrower's obligations under the Credit Agreement.
The parties hereto acknowledge and agree that the Special Collateral Proceeds
constitute Proceeds (as defined in the Security Agreement) and that the
Collateral Agent, for the benefit of the Lenders, has a perfected security
interest therein.
(g) The Borrower agrees to execute and deliver to the Collateral Agent,
pursuant to Section 5.12 of the Credit Agreement, a Mortgage with respect to the
Borrower's real property located in Alpharetta, Georgia, and to take all further
actions to record and file such Mortgage and that may otherwise be determined by
the Administrative Agent to be necessary or desirable to create a valid,
perfected, first-priority Lien in favor of the Collateral Agent for the benefit
of the Lenders against such property within 15 days of the date of this
Amendment.
(h) The Borrower hereby agrees that, notwithstanding any of the terms or
provisions of the Credit Agreement, the Borrower shall not (and shall not permit
any of the Subsidiaries to) maintain any cash balance in any account other than
the accounts to be created or maintained by the Borrower in accordance with
Section 4(e) of this Amendment, Section 5.14 of the Credit Agreement and Section
6.05 of the Security Agreement.
(i) The Borrower hereby agrees that, unless the Required Lenders shall
otherwise consent, no Borrowings shall be converted pursuant to Section 2.10 of
the Credit Agreement other than conversions of Borrowings to ABR Borrowings or
to Eurodollar Borrowings having an Interest Period of one month.
SECTION 5. Limitation on Revolving Credit Borrowings. Notwithstanding any
of the terms or provisions of the Credit Agreement, the Lenders shall not be
obligated to make or issue, any Revolving Loans or Letters of Credit that would,
at any time, have the effect of causing the sum of the aggregate principal
amount of Revolving Loans outstanding and the total L/C Exposure to exceed
$35,835,600.
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SECTION 6. Effectiveness. This Amendment shall become effective as of the
date hereof upon satisfaction of each of the following conditions precedent;
(a) the Administrative Agent shall have received copies hereof that,
when taken together, bear the signatures of each of the Borrower, Coram and
the Required Lenders; and
(b) the Borrower shall have obtained and delivered to the
Administrative Agent a duly executed waiver with respect to the
Subordinated Bridge Notes in the form of Exhibit B hereto.
SECTION 7. Expiration of Waiver. Notwithstanding anything in this Amendment
or any other document to the contrary, the waiver set forth in Section 1 of this
Amendment shall automatically expire at the earlier to occur of (a) 5:00 p.m.,
New York City time, on October 31, 1995, (b) the failure by the Borrower or
Coram to comply with any of the provisions of this Amendment and (c) the date of
any amendment, modification or termination of waiver referred to in Section 6(b)
without the prior written consent of the Required Lenders.
SECTION 8. Notices. All notices hereunder shall be given in accordance with
the provisions of Section 9.01 of the Credit Agreement.
SECTION 9. Applicable Law. THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 10. 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 11. 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.
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SECTION 12. Headings. Section headings used herein are for convenience of
reference only, are not part of this Amendment and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Amendment.
IN WITNESS WHEREOF, the Borrower, Coram and the Required Lenders have
caused this Amendment to be duly executed by their duly authorized officers, all
as of the date and year first above written.
CORAM HEALTHCARE CORPORATION,
by /s/ XXXXX X. XXXXXXX
------------------------------
Name: XXXXX X. XXXXXXX
Title: Chairman, Chief Executive
Officer and President
CORAM, INC.,
by /s/ XXXXX X. XXXXXXX
------------------------------
Name: XXXXX X. XXXXXXX
Title: Chairman, Chief Executive
Officer and President
EACH SUBSIDIARY GUARANTOR LISTED
ON EXHIBIT A,
by /s/ XXXXX X. XXXXXXX
------------------------------
Name: XXXXX X. XXXXXXX
Title: Chairman, Chief Executive
Officer and President
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CHEMICAL BANK, individually and as
Administrative Agent, Collateral
Agent and Fronting Bank,
by /s/ XXXXXX XXXXXX
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Name: Xxxxxxx Xxxxxx
Title: Vice President
BANK OF AMERICA NT & SA,
by /s/ XXXXXX XXXXXX
-----------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
BANK OF IRELAND GRAND CAYMAN,
by
-----------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA,
by
-----------------------------
Name:
Title:
BANK POLSKA,
by
-----------------------------
Name:
Title:
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BERLINER HANDELS- UND
FRANKFURTER BANK GRAND CAYMAN
BRANCH,
by
---------------------------
Name:
Title:
CHL HIGH YIELD LOAN PORTFOLIO
(a Unit of Chemical Bank),
by /s/ XXXXXX X. XXXXXX
---------------------------
Name: XXXXXX X. XXXXXX
Title: Managing Director
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
by
---------------------------
Name:
Title:
FIRST CHICAGO CAPITAL MARKETS, INC.
by
---------------------------
Name:
Title:
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THE FIRST NATIONAL BANK OF BOSTON,
by
-----------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
by
-----------------------------
Name:
Title:
FIRST UNION NATIONAL
BANK OF NORTH CAROLINA,
by /s/ XXX X. XXXX
-----------------------------
Name: XXX X. XXXX
Title: Senior Vice President
THE MITSUBISHI BANK, LIMITED
CHICAGO BRANCH,
by
-----------------------------
Name:
Title:
NBD BANK,
by /s/ XXXXXX X. XXXXX
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Name: XXXXXX X. XXXXX
Title: First Vice President
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NATIONSBANK OF TEXAS N.A.,
by /s/ XXXXX X. XXXXXXX
-----------------------------
Name: XXXXX X. XXXXXXX
Title: Senior Vice President
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.
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September 29, 1995
Chemical Bank, as Administrative Agent
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Re: Coram Third Amendment
Ladies and Gentlemen:
Reference is hereby made to that certain Third Amendment and Limited Waiver
dated as of September 29, 1995 (the "Third Amendment") by and among Coram
Healthcare Corporation, Coram, Inc., the Subsidiary Guarantors named on Exhibit
A thereto, the financial institutions party thereto ("Lenders") and Chemical
Bank, as agent for the Lenders (in such capacity, "Administrative Agent"), as
collateral agent for the Lenders, and as fronting bank, which amends that
certain Credit Agreement dated as of April 6, 1995 (as amended, supplemented or
otherwise modified to the date hereof and from time to time hereafter, the
"Credit Agreement"). Capitalized terms used herein without definition shall have
the respective meanings set forth in the Credit Agreement. This letter is
delivered pursuant to Section 4.A of the Third Amendment.
Coram and the Borrower hereby agree that Zolfo Xxxxxx L.L.C., or any other
representative designated by Required Lenders, shall have full and unimpeded
access to all personnel, books and records of Coram, the Borrower and the
Subsidiary Guarantors; provided that such access shall be in accordance with the
provisions of the protocol set forth on Schedule A hereto. Coram and the
Borrower further agree that this letter agreement shall be a "Loan Document" for
all purposes of the Credit Agreement.
CORAM HEALTHCARE CORPORATION
By: /s/ XXXXX XXXXXXX
-----------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
CORAM, INC.
By: /s/ XXXXX XXXXXXX
-----------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
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SCHEDULE A
AGREED UPON PROTOCOL FOR ZOLFO XXXXXX ACCESS
AND INTERFACE WITH CORAM
September 20, 1995
Zolfo Xxxxxx representatives shall have full and exclusive use of Conference
Room A at 0000 Xxxxxxxxxxx Xxxxxx on the 15th floor. This conference room is
inside of Coram's office space and on the same floor as Coram's corporate
offices. The telephone number of that conference room is 000-000-0000. The
closest fax machine is 000-000-0000.
Zolfo Xxxxxx has agreed to contact Coram personnel telephonically to schedule
meetings so as to avoid unnecessary interruptions. All meetings will be
scheduled as promptly as possible without unduly disrupting ongoing activities.
Meetings will be conducted on Coram premises unless Coram personnel are at other
locations and request meetings at those sites.
Zolfo Xxxxxx has agreed that all requested information and copies of documents
will be authorized by either Xxxx Xxxxx or Xxx Xxxxxxx prior to distribution to
Zolfo Xxxxxx. This authorization will be provided as promptly as possible so as
not to delay Zolfo Xxxxxx.
Xxxxx Xxxxxx has agreed that participation in interviews by a representative of
Deloitte & Touche and/or management is acceptable and does not constitute any
restriction in access.
Deloitte & Touche will supply Zolfo Xxxxxx with reports, analyses or other
documents prepared in the ordinary course of the Company's business or at the
request of the Lenders, provided however that nothing herein shall be deemed to
waive applicable privileges, including attorney client and attorney workproduct
privileges, which would apply to documents, reports or analyses prepared in
anticipation of litigation or for trial or incorporating attorney client
communications and provided further that nothing herein shall affect or alter
that certain Joint Interest Agreement dated September 27, 1995 executed by the
Company and the Lenders in connection with the "Caremark Litigation" as defined
therein.
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OFFICER'S CERTIFICATE
RE PENSACOLA PROPERTY
Reference is hereby made to that certain Credit Agreement dated as of April
6, 1995, as amended by that certain First Amendment and Waiver dated as of
August 9, 1995, that certain Second Amendment dated as of September 7, 1995 and
that certain Third Amendment and Limited Waiver dated as of September 29, 1995
(the "THIRD AMENDMENT") (as so amended, the "CREDIT AGREEMENT"). Capitalized
terms used herein without reference shall have the respective meanings assigned
in the Credit Agreement. This Officer's Certificate is delivered pursuant to
Section 4.B of the Third Amendment.
The undersigned chief financial officer of Coram Healthcare Corporation, a
Delaware corporation ("CORAM"), hereby certifies that (i) the fair market value
of its property located at 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxx (the
"PENSACOLA PROPERTY") is less than the principal amount of the Indebtedness
secured by the Pensacola Property and (ii) Coram intends to transfer the
Pensacola Property to the holder of such Indebtedness pursuant to a deed in lieu
or otherwise abandon the Pensacola Property as soon as practicable.
DATE: October 2, 1995
CORAM HEALTHCARE CORPORATION
By: /s/ XXXXXXX XXXXX
-----------------------------
Name: Xxxxxxx Xxxxx
Title: Chief Financial Officer
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OFFICER'S CERTIFICATE
Reference is hereby made to that certain Credit Agreement dated as of April
6, 1995, as amended by that certain First Amendment and Waiver dated as of
August 9, 1995, that certain Second Amendment dated as of September 7, 1995 and
that certain Third Amendment and Limited Waiver dated as of September 29, 1995
(the "THIRD AMENDMENT") (as so amended, the "CREDIT AGREEMENT"). Capitalized
terms used herein without reference shall have the respective meanings assigned
in the Credit Agreement. This Officer's Certificate is delivered pursuant to
Section 4.B of the Third Amendment.
The undersigned chief financial officer of Coram Healthcare Corporation, a
Delaware corporation ("CORAM"), and chief executive officer or chief financial
officer of Coram, Inc., a Delaware corporation (the "BORROWER"), hereby certify
that all of the respective property of Coram, the Borrower and the Subsidiary
Guarantors, (except for (i) the real property of Coram located at 0000 Xxxxx
Xxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxx and (ii) rights under any agreement (other
than the Asset Purchase Agreement and Interest Rate Protection Agreements) in
existence on April 6, 1995 as to which the granting of a Lien pursuant to the
Security Agreement would consititute a breach of such agreement, but including
all rights to receive amounts paid or payable in respect of any joint venture or
partnership interest) is encumbered with a Lien in favor of the Collateral Agent
to secure the Obligations.
DATE: October 2, 1995
CORAM HEALTHCARE CORPORATION
By: /s/ XXXXXXX XXXXX
-----------------------------
Name: Xxxxxxx Xxxxx
Title: Chief Financial Officer
CORAM, INC.
By: /s/ XXXXXXX XXXXX
-----------------------------
Name: Xxxxxxx Xxxxx
Title: Chief Financial Officer
