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THIRD AMENDMENT AND LIMITED WAIVER
DATED AS OF SEPTEMBER 29, 1995
This THIRD AMENDMENT AND LIMITED WAIVER dated as of September
29, 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") and that certain Second Amendment dated as of
September 7, 1995 (the "SECOND 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, as 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, Coram and Borrower have requested Lenders to (i)
defer until October 31, 1995 the principal payment required under the Credit
Agreement to be made on September 30, 1995, (ii) to waive until October 31,
1995 certain other Events of Default and (iii) amend certain covenants and
other provisions as provided herein; and
WHEREAS, subject to the terms and conditions contained herein,
Lenders have agreed to grant until October 31, 1995 the limited waiver
contained herein and the parties have agreed to amend the Credit Agreement as
provided herein.
NOW, THEREFORE, in consideration of the premises and the
mutual 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:
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AGREEMENT
SECTION 1. LIMITED WAIVER.
(a) Subject to the provisions of paragraph (c) of this
Section 1, the Lenders hereby waive, until October 31, 1995, any Event of
Default resulting solely from (i) the Borrower's failure to make the
$10,000,000 principal payment required to be made on September 30, 1995
pursuant to Section 2.11, (ii) Coram's and the Borrower's failure to comply
with the provisions of Section 5.05(a) and 5.05(b) prior to the Amendment
Effective Date (as hereinafter defined), (iii) Coram's and the Borrower's
failure to comply with the provisions of Section 5.05(c), (iv) Coram's and the
Borrower's failure to comply with the provisions of Sections 6.12 and 6.13 of
the Credit Agreement for the fiscal periods ended June 30, 1995 and September
30, 1995, (v) Coram's and the Borrower's failure to comply with the provisions
of Section 6.14 for the fiscal period ended September 30, 1995 and (vi) Coram's
and the Borrower's failure to comply with the provisions of paragraph (a) of
Article VII prior to the Amendment Effective Date, but only to the extent such
failure relates to the representation contained in Section 3.06.
(b) Without limiting the generality of the provisions of
Section 9.08 of the Credit Agreement, the waiver set forth herein shall be
limited precisely as written and relates solely to the noncompliance by the
Borrower with the provisions of Sections 2.11, 5.05, 6.12, 6.13, 6.14 and
paragraph (a) of Article VII (collectively, the "APPLICABLE SECTIONS") of the
Credit Agreement to the extent and for the period described above and nothing
in this Limited Waiver shall be deemed to (a) constitute a waiver of compliance
by Coram or the Borrower with respect to (i) any Applicable Section in any
other instance or (ii) any other term, provisions or condition of the Credit
Agreement or any other instrument or agreement referred to therein, (b)
prejudice any right or remedy that Administrative Agent, Collateral Agent or
any Lender may now have (except to the extent such right or remedy was based
upon existing Events of Default that will not exist after giving effect to this
limited waiver) or may have in the future under or in connection with the
Credit Agreement or any other instrument or agreement referred to therein or
(c) create any obligation on the part of Administrative Agent, Collateral Agent
or any Lender to renew or extend the waiver contained herein. Except as
expressly set forth herein, the terms, provisions and conditions of the Credit
Agreement and the other Loan Documents shall remain in full force and effect
and in all other respects are hereby ratified and confirmed; provided that the
limited waiver in this Section 1 shall supersede the limited waiver contained
in Section 1 of the First Amendment in its entirety.
(c) Notwithstanding anything to the contrary contained in
this Amendment, the limited waiver granted herein shall immediately terminate
and be of no further force or effect if (i) any Event of Default other than
those specifically waived herein shall occur, (ii) the Borrower, Coram or any
Subsidiary Guarantor shall fail to comply with any agreement or provision
contained in this Amendment or (iii) there shall be any amendment, other
modification or termination of the payment deferral granted by
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DLJ pursuant to that certain letter agreement dated as of August 11, 1995 (the
"DLJ DEFERRAL LETTER") with respect to the Subordinated Bridge Notes and the
duration fee payable pursuant to Section 2.2(d) of the Securities Purchase
Agreement dated as of April 6, 1995 (as amended to the date hereof, the
"SECURITIES PURCHASE AGREEMENT") among Coram, the Borrower and DLJ, in each
case without the prior written consent of Required Lenders.
SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENT.
2.1 AMENDMENTS TO ARTICLE I: DEFINITIONS.
The definition of "Net Proceeds" contained in Section 1.01 is
hereby amended by (i) deleting the phrase "in excess of $500,000" from
subsection (a) thereof, (ii) deleting the phrase "in excess of $2,000,000 in
any fiscal year" from subsection (a) thereof, and (iii) deleting the phrase "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" from
subsection (b) thereof.
2.2 AMENDMENTS TO ARTICLE V: AFFIRMATIVE COVENANTS.
Section 5.12 of the Credit Agreement is hereby amended by (i)
deleting the phrase "on a quarterly basis, except in connection with a
Permitted Business Acquisition, in which case" from clause (b) thereof, (ii)
deleting the word "thereafter" from clause (b) thereof and substituting the
phrase "promptly upon the request of Agent, or otherwise by the last day of the
then current fiscal quarter" therefor, and (iii) deleting the phrase "shall
have owned for a period of at least six months real property that is located in
the United States that has an aggregate fair market value (net of deduction
from such value of the principal amount of any Indebtedness secured by any
Liens or such real property) equal to at least $5,000,000, promptly, but in any
event within 30 days after the end of such six-month period" from clause (c)
thereof and substituting therefor the phrase "shall acquire any real property
or, with respect to any other real property, upon the request of Collateral
Agent, promptly".
2.3 AMENDMENTS TO ARTICLE VI: NEGATIVE COVENANTS.
Section 6.02 of the Credit Agreement is hereby amended by
adding the phrase "(provided that no foreclosure action has been commenced with
respect to such Liens that has not been stayed or discharged within thirty (30)
days)" at the end of subsection (k) thereof.
SECTION 3. OTHER AGREEMENTS.
3.1 LIENS. Each of Coram and the Borrower agrees that,
notwithstanding the terms and provisions of the Credit Agreement, Coram and the
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Borrower will not, and will not cause or permit any of its Subsidiaries to,
incur any Liens pursuant to Section 6.02(m).
3.2 ACCESS AND INSPECTION RIGHTS.
A. Without limiting the provisions of Section 5.07 of the
Credit Agreement, Coram, the Borrower and each Subsidiary Guarantor hereby
agrees that Zolfo Xxxxxx L.L.C., or any other representative designated by the
Agent or the Required Lenders, shall have full and unimpeded access to all
personnel, books and records of Coram, the Borrower and the Subsidiary
Guarantors, all in accordance with the provisions of the letter delivered
pursuant to Section 4.A of this Amendment.
X. Xxxxx and the Borrower hereby agree that Lenders shall
have full and unimpeded access to the investment banking firm retained by Coram
and Borrower pursuant to Section 4.B of this Agreement for the purposes set
forth in such Section 4.B.
3.3 CASH FLOW FORECAST. Coram and Borrower hereby affirm
their obligation pursuant to Subsection 5.04(k) of the Credit Agreement;
provided that (i) from and after the Amendment Effective Date (as hereinafter
defined), such forecast shall be accompanied by a report including weekly
information (to the extent available) regarding accounts receivable and
accounts payable (including summary agings of each) and payor and therapy mix
and (ii) the information regarding aggregate cash disbursements (measured on a
weekly and cumulative basis consistent with past practices) shall be delivered
no later than the Wednesday immediately following the applicable week. If any
such information is not available, such report shall generally describe the
information that is not available and shall state when it will become
available.
3.4 TAX RETURNS. The Borrower and Coram hereby agree to
make available to Agent and its representatives and, upon the request of Agent,
to deliver to Agent, as soon as available, tax returns for each of them and for
each Subsidiary of Coram that is a separate legal entity.
3.5 CASH DISBURSEMENTS COVENANTS. The Borrower and Coram
hereby agree that the aggregate cash disbursements on a consolidated basis for
Coram and its Subsidiaries, in each case measured on a cumulative basis (and
set forth in the information delivered pursuant to Section 3.3 of this
Amendment) for the periods set forth below on the first Wednesday occurring
after each such period, shall not exceed the corresponding amount set forth
below:
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Period Amount
------ ------
September 30 through October 6 $17,335,000
September 30 through October 13 35,525,000
September 30 through October 20 48,200,000
September 30 through October 27 60,400,000
3.6 WEEKLY STATUS REPORT. The Borrower and Coram hereby
agree that Xxxxxxx Xxxxx (or if Xxxxxxx Xxxxx is unavailable, Xxxxx Xxxxxxx,
Xxxx Xxxxxxxx or such other member of management as is informed as to the
matters to be discussed and reasonably acceptable to Required Lenders) will
lead a weekly conference call with the Lenders, which call will include a
status report on revenue stabilization, cost cutting, accounts receivable,
accounts payable, management information systems integration, sale and equity
financing initiatives and other topics requested by the Lenders to be included
in such conference call.
3.7 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 minus the aggregate amount of principal payments
and reductions in L/C Exposure subsequent to the Amendment Effective Date (as
hereinafter defined). In addition, the Borrower hereby affirms its obligations
to make all prepayments required pursuant to Section 2.12(c) of the Credit
Agreement.
3.8 EXPENSES. Coram and the Borrower hereby agree to pay
all fees and expenses payable under the Credit Agreement and the reasonable
fees and expenses of the Lenders' financial advisors within five days of
receipt of the applicable invoice.
3.9 CASH MANAGEMENT SYSTEM.
(a) Notwithstanding the terms and provisions of the Credit
Agreement or the Security Agreement (including Article VI thereof), the
Borrower agrees, to the extent the following actions have not already been
completed, (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 October 16, 1995 (provided that all lock-box
agreements shall be in form and substance acceptable to Collateral Agent) 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.
(b) Coram, Borrower and each Subsidiary Guarantor hereby
acknowledge and agree that (i) none of them shall have any access to any funds
or other amounts on deposit in any bank or other financial institution
(including without
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limitation any amounts on deposit at Chemical Bank or in any Collection Deposit
Account, as such term is defined in the Security Agreement), except that,
unless an Event of Default has occurred and is continuing, Borrower may
withdraw amounts on deposit in the Funding Account (as such term is defined in
the Security Agreement) and (ii) to the extent they have not already done so,
immediately instruct in writing all institutions at which Coram, Borrower or
any Subsidiary Guarantor maintains a deposit account (other than any
institution which is required, pursuant to the terms of a lockbox agreement
permitted under the Credit Agreement, to transfer all amounts on deposit to an
account at The First National Bank of Chicago) to transfer on a daily basis to
the Chemical Cash Concentration Account, by wire transfer or ACH, all amounts
on deposit in such accounts.
(c) Nothing in this Amendment (including without
limitation this Section 3.9) or otherwise shall constitute a waiver of the
Lenders', Administrative Agent's or Collateral Agent's rights or remedies upon
the occurrence of an Event of Default.
3.10 RESTRICTIONS ON CERTAIN SALES.
Without limiting the provisions of the Credit Agreement
(including without limitation Section 6.05 thereof) or any Security Document,
Coram the Borrower and each Subsidiary Guarantor hereby agree not to sell or
otherwise dispose of any Accounts without the consent of Required Lenders.
3.11 RETENTION OF INVESTMENT BANKING FIRM.
No later than October 5, 1995, Coram and the Borrower shall
retain Xxxxxxx Xxxxx & Co. (as suggested by Coram and the Borrower) or another
investment banking firm satisfactory to Required Lenders for the purpose of
immediately exploring the sale of Coram and its Subsidiaries, in whole or in
part(s), raising equity or refinancing indebtedness.
SECTION 4. CONDITIONS TO EFFECTIVENESS.
Sections 1 and 2 of this Amendment shall become effective only
upon the satisfaction of all of the following conditions (the date of
satisfaction of such conditions being referred to herein as the "AMENDMENT
EFFECTIVE DATE"):
A. ACCESS LETTER. Delivery to the Administrative Agent
of a letter executed by Xxxxx Xxxxxxx, as chief executive officer of Coram and
the Borrower regarding unimpeded access by Zolfo Xxxxxx L.L.C., or other
representative designated by the Required Lenders, to the personnel, books and
records of Coram, the Borrower and the Subsidiary Guarantors in substantially
the form attached as Annex I hereto.
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B. SECURITY INTERESTS. Coram, the Borrower and the
Subsidiary Guarantors shall have taken all action necessary to grant Collateral
Agent a security interest in all assets of Coram, the Borrower and the
Subsidiary Guarantors, including all real and personal property in which the
Collateral Agent does not already have a Lien to secure the Obligations, and
Coram and the Borrower shall have delivered to the Collateral Agent a
certificate executed by the chief executive officer or chief financial officer
of Coram and the Borrower certifying that all of their respective property and
the property of the Subsidiary Guarantors (except for 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 constitute 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; provided that if Coram delivers
a certificate executed by its chief executive officer or chief financial
officer certifying that 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 Indebtedness secured by such property and that 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, Coram shall not be required to xxxxx x Xxxx in favor of
Collateral Agent in the Pensacola Property. The security interests granted in
favor of Collateral Agent shall be for the ratable benefit of the Secured
Parties (as defined in the applicable Security Document) as provided in the
Security Documents.
C. DLJ DEFERRAL. Delivery to the Administrative Agent
of evidence satisfactory in form and substance to the Administrative Agent that
DLJ has deferred until October 31, 1995 all payments in respect of the
Subordinated Bridge Notes and the duration fee payable pursuant to Section
2.2(d) of the Securities Purchase Agreement.
D. PAYMENT OF FEES AND EXPENSES. The Borrower shall
have paid (i) the fees and expenses of the Lenders, Administrative Agent,
Collateral Agent and their professionals accrued and estimated as of September
30, 1995, (ii) a deposit with the Administrative Agent of $50,000 to be held as
security for payment of the fees and expenses of the Lenders, Administrative
Agent and Collateral Agent accruing after September 30, 1995 and (iii) a
deposit with Zolfo Xxxxxx L.L.C. of a retainer of $75,000 to be held as
security for the payment of fees of Zolfo Xxxxxx L.L.C. accrued after September
30, 1995.
E. REPRESENTATIONS AND WARRANTIES. The representations
and warranties contained in the Credit Agreement (other than those contained
clause (vi) of Section 1(a) of this Amendment) shall be true, correct and
complete in all material respects on and as of the Amendment Effective Date to
the same extent as though made on and as of such date, except to the extent
such representations and warranties specifically relate to an earlier date, in
which case such representations and warranties
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shall have been true, correct and complete in all material respects on and as
of such earlier date.
F. AMENDMENT COUNTERPARTS. Administrative Agent shall
have received counterparts of this Amendment executed by the Borrower, Coram,
each Subsidiary Guarantor, each Lender and authorization of delivery of such
counterparts.
SECTION 5. 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 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 Guarantor.
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 6. CERTAIN RIGHTS REGARDING DEPOSITS.
Coram, the Borrower and the Subsidiary Guarantors agree that
in the event of a filing of a voluntary or involuntary petition for relief
under Title 11 of the United States Code (the "CODE") with respect to Coram,
the Borrower or any Subsidiary Guarantor, Collateral Agent shall, without
notice, motion or other application, automatically have and be entitled to
immediate, ex parte relief from the automatic stay imposed by Section 362 of
the Code to enable Collateral Agent to place a hold, freeze or otherwise
restrict Coram's, the Borrower's or any Subsidiary Guarantor's access to all
funds, accounts or deposits in the possession of Collateral Agent or any
sub-agent, pending an order of the applicable bankruptcy court after notice and
hearing; provided that if Collateral Agent places a hold or freeze, or
otherwise so restricts access to such funds, accounts or deposits, it shall
promptly thereafter notify the Borrower thereof (it
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being understood that any failure to so notify the Borrower shall not affect
Collateral Agent's right to hold, freeze or otherwise restrict access to such
funds, accounts or deposits). The prior sentence shall not be deemed to affect
the rights of any party hereto with respect to setoff of such funds, accounts
or deposits as authorized by Section 9.06 of the Credit Agreement.
SECTION 7. NOTICES.
All notices hereunder shall be given in accordance with the
provisions of Section 9.01 of the Credit Agreement to the applicable address
set forth on the signature pages hereto.
SECTION 8. APPLICABLE LAW.
THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 9. 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, the
First Amendment or the Second Amendment, nor alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement, the First Amendment or the Second Amendment,
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 10. RELEASE.
Although Coram, the Borrower and the Subsidiary Guarantors do
not believe that they have any claims against Administrative Agent, Collateral
Agent, the Fronting Bank, or any of the Lenders, each is willing to provide
such parties with a general and total release of all such claims in
consideration of the extensions and other benefits which the Loan Parties will
receive pursuant to this Amendment. Accordingly, each Loan Party, for itself,
each of its Subsidiaries and any successor of such Loan Party or such
Subsidiary, hereby knowingly, voluntarily, intentionally and irrevocably
releases and discharges Administrative Agent, Collateral Agent, the Fronting
Bank, each Lender and each of their respective officers, directors, agents and
counsel (each a ``RELEASEE'') from any and all actions, causes of action,
suits, sums of money, controversies, variances,
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trespasses, damages, judgments, extents, executions, losses, liabilities,
costs, expenses, debts, dues, demands, obligations or other claims of any kind
whatsoever, in law, admiralty or equity, which such Loan Party or any of its
Subsidiaries ever had, now have or hereafter can, shall or may have against any
Releasee for, upon or by reason of any matter, cause or thing whatsoever from
the beginning of the world to the Amendment Effective Date; provided, however,
that nothing contained in this release shall be construed to waive or alter any
right of the Loan Parties to claims that may arise hereafter under sections
542, 543, 544, 545, 547, 548 and 551 of the Federal Bankruptcy Code.
SECTION 11. COUNTERPARTS; EFFECTIVENESS.
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.
This Amendment (other than the provisions of Sections 1 and 2 which shall
become effective as provided in Section 4 hereof) shall become effective upon
execution of a counterpart hereof by the Borrower, Coram, each Subsidiary
Guarantor, each Lender and authorization of delivery of such counterparts.
[Remainder of page intentionally left blank.]
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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
Notice Address:
CORAM, INC.
By: /s/ XXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chairman, CEO & President
Notice Address:
EACH SUBSIDIARY GUARANTOR LISTED
ON EXHIBIT A
By: /s/ XXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chairman, CEO & President
Notice Address:
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CHEMICAL BANK, individually and as
Administrative Agent, Collateral Agent and
Fronting Bank
By:/s/ XXXXXX XXXXXX
--------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
Notice Address:
BANK OF AMERICA NT & SA
By:/s/ XXXXXX XXXXXX
--------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
Notice Address:
Bank of America NT & SA
333 X. Xxxxxxx
0xx Xxxxx, #00000
Xxx Xxxxxxx, XX 00000
BANK OF IRELAND GRAND CAYMAN
By:/s/ XXXX X. XXXXXX
--------------------------
Name: XXXX X. XXXXXX
Title: Assistant Treasurer
Notice Address:
Bank of Ireland
000 Xxxxx Xxx.
Xxx Xxxx, XX 00000
THE BANK OF NOVA SCOTIA
By: /s/ X.X. XXXXXXXXX
--------------------------
Name: X.X. XXXXXXXXX
Title: AGM
Notice Address:
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BANK POLSKA KASA OPIEKI, S.A.
By:/s/ Xxxxxxx X. XXXX
-------------------------------
Name: W. A. XXXX
Title: VP
Notice Address:
BHF-BANK Aktiengesellschaft f/k/a/
BERLINER HANDELS-UND
FRANKFURTER BANK GRAND CAYMAN BRANCH
By: /s/ XXXXX XXXX
-------------------------------
Name: XXXXX XXXX
Title: SVP
Notice Address:
000 Xxxxxxx Xxx.
Xxx Xxxx, XX 00000
BHF-BANK Aktiengesellschaft f/k/a/
BERLINER HANDELS-UND
FRANKFURTER BANK GRAND CAYMAN BRANCH
By: /s/ XXXX XXXXXX
-------------------------------
Name: XXXX XXXXXX
Title: VP
Notice Address:
CHL HIGH YIELD LOAN PORTFOLIO
(a Unit of Chemical Bank),
By: /s/ XXXXXXX XXXXXXX
-------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Notice Address:
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By: /s/ [illegible]
-------------------------------
Name:
Title:
Notice Address:
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THE FIRST NATIONAL BANK OF BOSTON
By:/s/ XXXXXXX XXXXX
------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
Notice Address:
THE FIRST NATIONAL BANK OF CHICAGO
By:/s/ [illegible]
------------------------------
Name: [illegible]
Title: Vice President
Notice Address:
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By:/s/ [illegible]
------------------------------
Name: [illegible]
Title: Senior Vice President
Notice Address:
THE MITSUBISHI BANK, LIMITED
CHICAGO BRANCH
By: /s/ XXXXXX XXXXXXXXX
------------------------------
Name: XXXXXX XXXXXXXXX
Title: JOINT GENERAL MANAGER
Notice Address:
THE MITSUBISHI BANK LTD.
CHICAGO BRANCH
000 X. XX XXXXX XXXXXX XXXXX 0000
XXXXXXX, XX 00000
X-0
00
XXX XXXX
By: /s/ [illegible]
--------------------------------
Name: [illegible]
Title: Vice President
Notice Address:
NATIONSBANK OF TEXAS, N.A.
By:/s/ [illegible]
--------------------------------
Name: [illegible]
Title: Senior Vice President
Notice Address:
THE SUMITOMO TRUST & BANKING
COMPANY, LTD., NEW YORK BRANCH
By: /s/ XXXXX X. XXXXXX
--------------------------------
Name: XXXXX X. XXXXXX
Title: SENIOR VICE PRESIDENT
Notice Address: MANAGER, CORPORATE
FINANCE DEPT.
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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.
Colonial Home Therapeutics, Inc.
____________________
(1) Effective upon consummation of the Caremark Acquisition
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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.
Coram Healthcare Corporation of New Jersey, formerly
known as Northern New Jersey Home Therapeutics, Inc.
A-2
18
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.
Cullam Home Therapeutics, Inc.
Dallas Home Therapeutics, Inc.
Dallas Home Therapeutics II, Inc.
A-3
19
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
Kentucky Home Therapeutics, Inc.
Keystone Home Therapeutics, Inc.
Litho Center Southwest, Inc.(4)
____________________
(2) Wholly owned subsidiary of T2 Lithotripter Investment, Inc.
(3) Wholly owned subsidiary of Intracare Holdings Corporation.
(4) Wholly owned subsidiary of T2 Lithotripter Investment of Texas, Inc.
X-0
00
Xxxx Xxxxxx 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.
North Texas 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.
A-5
21
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]
Southern Connecticut 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.
A-6
22
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.
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)
____________________
(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.
(8) Wholly owned subsidiary of Clinical Homecare Corporation.
(9) Wholly owned subsidiary of Curaflex Clinical Services, Inc.
A-7
23
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
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.
A-8
24
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
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.
____________________
(10) 88.2% owned by Medysis, Inc.
(11) 88.3% owned by Medysis, Inc.
(12) Ceased operations 12/94.
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25
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.
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.
X-00
00
XXXXX I
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:________________________________
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
CORAM, INC.
By:________________________________
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
I-1
27
SCHEDULE A
TO ANNEX I
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 in 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.
I-A
