EXHIBIT 10.116
[CORAM HEALTHCARE LOGO]
0000 Xxxxxxxx
Xxxxx 000
Xxxxxx,Xxxxxxxx 00000
000-000-0000/800 XXXXX XX
000-000-0000 FAX
xxx.xxxxxxx.xxx
March 2, 2004
Xxxxx Xxxxxxxx President
Executive Round Table
000 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Re: CORAM Healthcare Corp.
Dear Xxxxx:
This letter agreement ("Agreement") will serve as the contract between
Concord Group, Inc. d/b/a Executive Round Table ("Advisor") and me, solely in my
capacity as the Chapter 11 Trustee (the "Trustee") for Coram Healthcare
Corporation ("Coram" or the "Company"), relating to the advisory services that
Advisor will perform in connection with the Trustee's role on the Company's
audit committee. Advisor shall serve the Trustee only in the capacity as an
Advisor and shall not sit on the Company's audit committee. In connection with
the services to be performed (as discussed below), and prior to any compensation
being paid hereunder, Advisor shall execute, and the Trustee shall cause to be
filed with the United States Bankruptcy Court for the District of Delaware, a
Certificate of Disinterestedness.
Advisor acknowledges and represents that he has been advised of the
financial expert criteria relating to audit committees, as outlined in recent
SEC regulations, and that he meets such criteria. As advisor to the Trustee,
Advisor shall review drafts of the Company's Annual Report on Form 10-K for the
year ended December 31, 2003 and any related materials, and be available to
consult with the Trustee to facilitate the completion of the Trustee's audit
committee duties and obligations with respect to the Company's Form 10-K in
accordance with the Audit Committee Guidelines, a copy of which has been
provided to you (the "Advisory Services"). Without limiting the foregoing, the
Advisory Services may include, as required, a review and analysis of,
discussions with the management and independent auditors of the Company on, and
advising the Trustee with respect to, the following: (i) the annual audited
financial statements, (ii) disclosures made in management's discussion and
analysis, (iii) significant financial reporting issues and judgments made in
connection with the preparation of the financial statements, including changes
in the accounting principles and adequacy of internal controls, (iv) effects of
regulatory and accounting initiatives as well as off-balance sheet structures on
the financial statements, (v) matters relating to the conduct of the audit, (vi)
reports from the auditors, (vii) certifications of management, and (viii)
disclosure control policies and procedures of the company.
The Trustee shall cause the Company to pay Advisor ten thousand dollars
($10,000.00) for up to the first fifty (50) hours in which the Advisor performs
the Advisory Services. Thereafter, the Trustee shall cause the Company to pay
the Advisor two hundred dollars ($200.00) per hour for each hour of Advisory
Services performed beyond fifty (50)
Xxxxx Xxxxxxxx, President
March 2, 2004
Page 2
hours; provided, however, that Advisor shall not perform more than seventy-five
(75) hours of Advisory Services and the aggregate fees that Advisor may earn
under this Agreement shall not exceed fifteen thousand dollars ($15,000.00),
unless requested in writing by the Trustee. Advisor shall maintain detailed time
records indicating (i) the number of hours worked, and (ii) a sufficient
description of the task(s) performed.
Upon the Trustee's request, Advisor will perform Advisory Services at
the rate of $200.00 per hour in connection with the Company's quarterly reports
on Form 10-Q throughout the year. Any additional Advisory Services beyond those
described in this Agreement shall be as mutually agreed upon in writing between
Advisor and the Trustee from time to time.
In addition to the compensation outlined above, the Trustee shall cause
the Company to reimburse Advisor for all reasonable and documented out-of-pocket
expenses incurred by Advisor during the term of this Agreement and in connection
with the conduct of Advisor's duties under this Agreement.
Kindly indicate your acceptance of the foregoing by executing and
returning the enclosed copy of this letter.
Sincerely,
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx, Chapter 11 Trustee
Coram Healthcare Corporation
ACCEPTED AND AGREED TO:
CONCORD GROUP, INC. d/b/a
EXECUTIVE ROUND TABLE
By: /s/ Xxxxx Xxxxxxxx
-------------------------
Xxxxx Xxxxxxxx, President
