Second Addendum to the Engagement Agreement

EX-10.115 9 d13234exv10w115.txt SECOND ADDENDUM TO THE ENGAGEMENT AGREEMENT EXHIBIT 10.115 (SSG CAPITAL ADVISORS, L.P. LETTERHEAD) December 10, 2003 Judge Arlin M. Adams Chapter 11 Trustee of Coram Healthcare Corporation And Coram, Inc. Schnader Harrison Segal & Lewis, LLP 1600 Market Street, Suite 3600 Philadelphia, PA 19103-7286 Dear Judge Adams: 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 Ewing Bemiss & 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 Arlin M. Adams 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: Chesen, DeMatteo, Karlson, Victor Securities Corporation, General Partner By: /s/ MARK E. CHESEN /s/ J. SCOTT VICTOR -------------------- ------------------- Mark E. Chesen J. Scott Victor President Managing Director EWING BEMISS & CO. By: /s/ SAMUEL M. BEMISS /s/ MICHAEL S. WEBER -------------------- ------------------- Samuel M. Bemiss Michael S. Weber Managing Director Managing Director ACCEPTED: JUDGE ARLIN M. ADAMS, CHAPTER 11 TRUSTEE CORAM HEALTHCARE CORPORATION AND CORAM, INC. By: /s/ ARLIN M. ADAMS 12/31/03 -------------------- ------------------- Judge Arlin M. Adams Date Chapter 11 Trustee