EXHIBIT 10.115
(SSG CAPITAL ADVISORS, L.P. LETTERHEAD)
December 10, 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 second addendum ("Second Addendum") to the
Engagement Agreement dated October 8, 2003 and the First Addendum dated July 31,
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 and as further
approved by Order dated September 23, 2003.
All defined terms that are capitalized in the Engagement Agreement remain in
place for this Second Addendum with the following changes listed below:
1. The Term is extended from December 9, 2003, the date of the expiration of
the First Addendum, through March 31, 2004.
2. Advisor will be paid $40,000 per month for December, 2003, January,
February and March, 2004 ("Supplemental Monthly Fees"). Because the Term
has been extended and the scope of the Advisor's services has been
expanded, the Supplemental 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 another valuation
during the Term of this Second Addendum, 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 Second 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
December 10, 2003
Page 2
Any further addendum, modification or other changes to the Engagement Agreement
or this Second 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 Second 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 12/31/03
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Judge Xxxxx X. Xxxxx Date
Chapter 11 Trustee
