1
XXXXXXXXX, XXXXXX & XXXXXXXX
DLJ Bridge Finance, Inc. - 000 Xxxxxxxx, Xxx Xxxx, XX 00000-0000 - (212)
504-3000
October 13, 1995
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 dated 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
Subordinated Bridge Notes and, upon their issuance, the Subordinated Rollover
Notes prior to March 31, 1997 and each installment of the duration fee payable
pursuant to Section 2.2(d) of the Agreement due prior to March 31, 1997. Such
deferred amounts shall bear interest from their respective due dates, 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 earliest of
(i) March 31, 1997 and (ii) the date of maturity of all outstanding Securities,
by acceleration or otherwise.
We further agree that (i) the definition of "Change of Control" in Section
1.1 of the Agreement is hereby amended by inserting at the beginning of clause
(a) thereof the phrase "except for stock issued pursuant to warrants to purchase
up to six (6.0%) of the fully diluted common stock of Issuer issued to certain
Lenders under the Credit Agreement," and by deleting the reference to "Section
6.5(ii)" in clause (b) thereof and substituting therefor a reference to "Section
6.5"; (ii) Section 6.5 of the Agreement is hereby amended by replacing such
section with the following:
Section 6.5. Limitation on Asset Sales. Neither Holdings nor Issuer will
sell all or any portion of the outstanding capital stock of any of its
Subsidiaries, and neither Holdings nor Issuer will permit any of their
respective Subsidiaries to participate or engage in any Asset Sale unless
the Net Cash Proceeds of such Asset Sale are applied to repay Designated
Senior Debt, except as expressly otherwise provided in the Credit
Agreement.
and (iii) Section 6.16 of the Agreement is hereby amended by deleting the phrase
"If an Event of Default has occurred" and substituting therefor the phrase "At
any time (i) prior to March 31, 1997, or (ii) on or after March 31, 1997, if an
Event Default has occurred."
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Coram, Inc.
Coram Healthcare Corporation
Page 2 October 13, 1995
We consent to the Fourth Amendment and Limited Waiver to the Credit
Agreement and First Amendment to the Security Documents dated as of October 13,
1995.
Issuer, by signing below, acknowledges and agrees that the Bona Fide
Proposal Condition specified in Section 6.23 shall be deemed satisfied because
no proposal of the type contemplated therein can be made on terms and conditions
more favorable to Issuer than those set forth in the Subordinated Rollover
Notes. Issuer further agrees that release of Warrants under the Escrow Agreement
shall commence on December 30, 1995 as per our letter to you of August 11, 1995.
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 October 13, 1995, whereupon this agreement shall become binding
and effective.
Sincerely,
CORAM FUNDING, INC.
By: [Illegible]
-----------------------------
Title: Vice President
Accepted and agreed this
13th day of October, 1995.
CORAM, INC.
By: [Illegible]
-----------------------------
Title:
CORAM HEALTHCARE CORPORATION
By: [Illegible]
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Title:
