EXHIBIT 10.4
(SSG CAPITAL ADVISORS, L.P. LETTERHEAD)
July 31, 2003
Judge Xxxxx X. Xxxxx
Chapter 11 Trustee of Coram Healthcare Corporation
and Coram, Inc.
Xxxxxxxx Xxxxxxxx Xxxxx & Xxxxx, LLP
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000-0000
Dear Judge Xxxxx:
This agreement will serve as the first addendum ("First Addendum") to the
Engagement Agreement dated October 8, 2003 by and between the Chapter 11
Trustee ("Trustee") of Coram Healthcare Corporation and Coram, Inc. and SSG
Capital Advisors, L.P. ("SSG") and Xxxxx Xxxxxx & Co. ("EB") (collectively
"Advisor") in connection with Advisor's engagement as exclusive investment
banker and financial advisor to the Trustee, as approved by the Retention Order
dated December 2, 2002.
All defined terms that are capitalized in the Engagement Agreement remain in
place for this First Addendum with the following changes listed below:
1. The Term is extended from July 9, 2003, the date of the expiration of the
first Renewal Period, through December 9, 2003.
2. In addition to the Monthly Fees, Advisor will be paid $100,000 per month
for August, September, October and November, 2003 ("Additional Monthly
Fees"). Because the Term has been extended and the scope of the Advisor's
services has been expanded, the Additional Monthly Fees shall not be
credited back against the Advisory Fee, the Minimum Advisory Fee or the
Restructuring Fee.
3. In the event that the Trustee and/or the Company requires an FASB 142
Valuation for 2003, Advisor will be paid an additional $50,000, which shall
not be credited back against the Advisory Fee, Minimum Advisory Fee or
Restructuring Fee.
This First Addendum is subject to the approval of the United States Bankruptcy
Court for the District of Delaware after notice, which may be expedited, and an
opportunity for a hearing.
Judge Xxxxx X. Xxxxx
July 31, 2003
Page 2
Any further addendum, modification or other changes to the Engagement
Agreement or this First Addendum must be in writing and signed by both
parties to be enforceable.
Please indicate your acceptance of the foregoing by executing and returning
the enclosed copy of this First Addendum.
SSG CAPITAL ADVISORS, L.P.
By: Xxxxxx, XxXxxxxx, Xxxxxxx, Xxxxxx Securities Corporation,
General Partner
By: /s/ Xxxx X. Xxxxxx /s/ X. Xxxxx Xxxxxx
---------------------------- -------------------------------
Xxxx X. Xxxxxx X. Xxxxx Xxxxxx
President Managing Director
XXXXX XXXXXX & CO.
By: /s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxx
---------------------------- -------------------------------
Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx
Managing Director Managing Director
ACCEPTED:
JUDGE XXXXX X. XXXXX, CHAPTER 11 TRUSTEE
CORAM HEALTHCARE CORPORATION AND CORAM, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------- -------------------------------
Judge Xxxxx X. Xxxxx Date
Chapter 11 Trustee
