-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RsjI72jm0sc8LrmMh2DLrmuypMvQR/3DuCc6g4UTzm50fgA2UV+eKcCC90kSn/NL HuHjJS1t2FxMSemsZLkJvg== 0000891836-99-000267.txt : 19990414 0000891836-99-000267.hdr.sgml : 19990414 ACCESSION NUMBER: 0000891836-99-000267 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990413 GROUP MEMBERS: GOLDMAN GLOBAL HOLDINGS L.L.C. GROUP MEMBERS: GOLDMAN SACHS CREDIT PARTNERS, L.P. GROUP MEMBERS: GOLDMAN SACHS GROUP LP GROUP MEMBERS: GOLDMAN, SACHS & CO. GROUP MEMBERS: THE GOLDMAN SACHS GROUP, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORAM HEALTHCARE CORP CENTRAL INDEX KEY: 0000924174 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 330615337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43605 FILM NUMBER: 99592200 BUSINESS ADDRESS: STREET 1: 1125 SEVENTEENTH ST STE 1500 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032924973 MAIL ADDRESS: STREET 1: ONE LAKESHORE CENTRE STREET 2: 3281 GUASTI ROAD SUITE 700 CITY: ONTARIO STATE: CA ZIP: 91761 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP LP CENTRAL INDEX KEY: 0000904571 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133501777 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Coram Healthcare Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock (par value $0.001 per share) - -------------------------------------------------------------------------------- (Title of Class of Securities) 218103109 --------------------------------------------------- (CUSIP Number) Barbara Sherman, Esq. Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 (212) 902-1000 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) April 9, 1999 --------------------------------------------------- (Date of Event which requires Filing of this Statement) If a filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. - -------------------- CUSIP NO. 218103109 - -------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Goldman Sachs Credit Partners, L.P. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO [See Item 3.] - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 19,981,267 EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER 19,981,267 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,981,267 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.8% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- -2- - -------------------- CUSIP NO. 218103109 - -------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Goldman Sachs Global Holdings L.L.C. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO [See Item 3.] - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 19,981,267 EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER 19,981,267 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,981,267 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.8% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- -3- - -------------------- CUSIP NO. 218103109 - -------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Goldman Sachs Group, L.P. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF - OO [See Item 3.] - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 21,023,744 EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER 21,023,744 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,023,744 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.8% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON HC - PN - -------------------------------------------------------------------------------- -4- - -------------------- CUSIP NO. 218103109 - -------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Goldman, Sachs & Co. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF - OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ X ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 21,023,744 EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER 21,023,744 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,023,744 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.8% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON BD-PN-IA - -------------------------------------------------------------------------------- -5- AMENDMENT NO. 2 TO SCHEDULE 13D RELATING TO THE COMMON STOCK OF CORAM HEALTHCARE CORPORATION Goldman Sachs Credit Partners, L.P. ("GSCP"), Goldman Sachs Global Holdings L.L.C. ("GSGH"), Goldman, Sachs & Co. ("GS&Co."), and The Goldman Sachs Group, L.P. ("GS Group")1 hereby amend the statement on Schedule 13D dated July 14, 1998 relating to common stock, par value $0.001 per share (the "Common Stock"), as heretofore amended, of Coram Healthcare Corporation (the "Company"). Item 1 is hereby amended and supplemented to reflect the following: Schedule 1 included in the initial Schedule 13D is hereby replaced in its entirety by Schedule 1 hereto, which is incorporated herein by reference. Items 3, 4, 5 and 6 are hereby amended and supplemented to reflect the following: On April 9, 1999, the Company, Coram Inc., a Delaware corporation, GSCP and certain other parties entered into an agreement pursuant to which the Securities Exchange Agreement, dated as of May 6, 1998 and amended as of June 30, 1998 (the "Securities Exchange Agreement"), was further amended to provide that (i) the interest rate on the Company's Series A Senior Subordinated Notes (the "Series A Notes") issued under the Securities Exchange Agreement shall, as of April 9 1999, be 11 1/2% and (ii) the conversion price applicable to the Company's Series B Senior Subordinated Convertible Notes (the "Series B Notes") shall be fixed for the remainder of the life of the Series B Notes at $2.00 per share of Common Stock of the Company, subject to antidilution adjustments. As a result of the amendment to the conversion price applicable to the Series B Notes, the Series B Notes held directly and indirectly by GSCP are convertible into 19,981,267 shares of Common Stock of the Company, subject to certain antidilution adjustments. On April 9, 1999, the Company amended its Stockholder Rights Agreement dated as of June 25, 1997 (the "Stockholder Rights Agreement") to provide that GSCP (together with its affiliates and associates) is an "Exempted Person" under the Stockholder Rights Agreement with respect to (i) any and all shares of Common Stock acquired by GSCP upon the conversion of the Series B -------- 1 Neither the present filing nor anything contained herein shall be construed as an admission that any Filing Person constitutes a "person" for any purposes other than Section 13(d) of the Securities Exchange Act of 1934 or that the Filing Persons constitute a "group" for any purpose. -6- Notes, the exercise of the warrants to purchase Common Stock issued under the Credit Agreement, dated as of August 20, 1998, and the exercise of the warrants to purchase shares of Common Stock issued under the Credit Agreement, dated as of April 6, 1995; (ii) shares of Common Stock representing up to 1% of the amount then outstanding held by a GSCP or its affiliates or associates in accounts for the benefit of clients of such entity; and (iii) shares of Common Stock representing up to 1% of the amount then outstanding held by GSCP or one of its affiliates or associates for proprietary accounts. Item 7 is hereby amended and supplemented to reflect the following: Item 7. Material to be filed as Exhibits. (3) (g) Amendment No.2 to the Securities Exchange Agreement, filed as Exhibit 99.5; -7- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: April 12, 1999 THE GOLDMAN SACHS GROUP, L.P. By: /s/ Roger S. Begelman ------------------------------------ Name: Roger S. Begelman Title: Attorney-in-fact GOLDMAN, SACHS & CO. By: /s/ Roger S. Begelman ------------------------------------ Name: Roger S. Begelman Title: Attorney-in-fact GOLDMAN SACHS CREDIT PARTNERS, L.P By: /s/ Roger S. Begelman ------------------------------------ Name: Roger S. Begelman Title: Attorney-in-fact GOLDMAN SACHS GLOBAL HOLDINGS L.L.C. By: /s/ Roger S. Begelman ------------------------------------ Name: Roger S. Begelman Title: Attorney-in-fact -8- SCHEDULE I The name of each director of The Goldman Sachs Corporation and The Goldman, Sachs & Co. L.L.C. is set forth below. The business address of each person listed below except John L. Thornton is 85 Broad Street, New York, NY 10004. The business address of John L. Thornton is 133 Fleet Street, London EC4A 2BB, England. Each person is a citizen of the United States of America. The present principal occupation or employment of each of the listed persons is as a managing director of Goldman, Sachs & Co. or another Goldman Sachs operating entity. Jon Z. Corzine Henry M. Paulson, Jr. Robert J. Hurst John A. Thain John L. Thornton -9- EX-99.5 2 AMENDMENT NO. 2 AMENDMENT NO. 2 TO SECURITIES EXCHANGE AGREEMENT AMONG CORAM, INC. CORAM HEALTHCARE CORPORATION AND CERBERUS PARTNERS, L.P. GOLDMAN SACHS CREDIT PARTNERS L.P. FOOTHILL CAPITAL CORPORATION AS NOTEHOLDERS DATED: APRIL 9, 1999 Amendment No. 2 (this "Amendment"), dated as of April 9, 1999, to the Securities Exchange Agreement dated as of May 6, 1998, as heretofore amended (said Securities Exchange Agreement, as so amended, being the "Securities Exchange Agreement", and the terms defined therein being used herein as therein defined unless otherwise defined herein) among CORAM, INC., a Delaware corporation (the "Company"), CORAM HEALTHCARE CORPORATION, a Delaware corporation ("Holdings"), CERBERUS PARTNERS, L.P. (" Cerberus"), GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP") and FOOTHILL CAPITAL CORPORATION ("Foothill") (each a "Noteholder" and, together with any other holders from time to time of interests in the Series A Notes or Series B Notes, collectively, the "Noteholders). W I T N E S S E T H : WHEREAS, the Original Noteholders, the Company and Holdings entered into the Securities Exchange Agreement, pursuant to which the Original Noteholders received, among other things, Series A Notes and Series B Notes, as the case may be, in exchange for the Original Noteholders' interests in the Subordinated Rollover Notes and the Warrants; and WHEREAS, as of the date hereof, the Original Noteholders own in the aggregate 100% of the outstanding principal amount of the Series A Notes and Series B Notes; and WHEREAS, the Series B Notes are convertible into shares of Common Stock at the option of the Noteholders; and WHEREAS, the Noteholders have proposed and the Company and Holdings have agreed to amend certain provisions in the Securities Exchange Agreement relating to the calculation of the Conversion Price of the Series B Notes; and WHEREAS, as consideration for agreeing to such amendment, the Company and Holdings have agreed to increase the Applicable Series A Rate on the Series A Notes to 11-1/2% per annum with effect from the Amendment Date (as hereinafter defined); and WHEREAS, the Company, Holdings and the Noteholders have agreed to amend the Securities Exchange Agreement and to enter into this Amendment upon the terms and subject to the conditions contained herein; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Amendments to the Securities Exchange Agreement. Upon the satisfaction of the conditions in Section 4 of this Amendment relating to the effectiveness of Section 1, the Securities Exchange Agreement is hereby amended as follows: (a) Section 1 is hereby amended by deleting the existing definitions of "First Adjustment Date" and "Second Adjustment Date". (b) Section 1 is hereby amended by adding the definitions of "Amendment Date" and "Amendment No. 2" as follows: "Amendment Date" shall have the meaning ascribed to it in Amendment No. 2. "Amendment No. 2" shall mean Amendment No. 2 to the Securities Exchange Agreement, dated April 9, 1999. (c) The definition of "Applicable Series A Rate" set forth in Section 1 of the Securities Exchange Agreement is hereby deleted in its entirety and replaced with the following: "Applicable Series A Rate" shall mean from the Effective Date to the Amendment Date 9-7/8% per annum and thereafter 11-1/2% per annum. (d) Section 2.4(b) of the Securities Exchange Agreement is hereby deleted in its entirety and replaced with the following: (b) The Company will pay interest, accruing from and after the Effective Date, on the Series A Notes to each Noteholder quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, commencing July 15, 1998 (each an "Interest Payment Date") at the Applicable Series A Rate. (e) Section 2 is hereby amended by deleting Section 2.13(a) in its entirety and replacing it with the following: 2.13 Conversion of Series B Notes. (a) Subject to the provisions for adjustment hereinafter set forth, the Series B Notes shall be convertible, in whole or in part, at any time and from time to time, at the option of the holder thereof (a "Conversion"), up to the outstanding principal amount of Series B Notes held by such holder thereof at the time of such conversion into a number of fully paid and nonassessable shares of Common Stock equal to the quotient obtained by dividing (A) the principal amount of the Series B Notes to be converted by (B) the Conversion Price (as hereinafter defined). The Conversion Price shall be $2.00 per share of Common Stock. The Conversion Price shall be subject to adjustments from time to time pursuant to Section 2.13(f) below. No fractional shares shall be issued upon the conversion of any Series B Notes. All shares of Common Stock (including fractions thereof) 2 issuable upon conversion of Series B Notes by a holder thereof shall be aggregated for purposes of determining whether conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Common Stock, Holdings shall, in lieu of issuing any fractional share, pay the holder otherwise entitled to such fraction a sum in cash equal to the Current Market Price of such fraction on the date of conversion. (f) Section 2 is hereby amended by deleting Section 2.13(f)(iv) in its entirety and replacing it with the following: (iv) In case Holdings shall at any time or from time to time after the Closing Date declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities or property or rights or warrants to subscribe for securities of Holdings or any of its Subsidiaries by way of dividend or spinoff), on its Common Stock, other than dividends or distributions of shares of Common Stock which are referred to in clause (i) above and cash dividends paid out of retained earnings, then the Conversion Price shall be adjusted so that it shall equal the price determined by multiplying (A) the applicable Conversion Price on the day immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution by (B) a fraction, the numerator of which shall be the Current Market Price per share of Common Stock at such record date less the Fair Market Value of such dividend or distribution per share of Common Stock, and the denominator of which shall be such Current Market Price per share of Common Stock. No adjustment shall be made pursuant to this clause (iv) in connection with any transaction to which Section 2.13(g) applies. SECTION 2. Representations and Warranties of the Company and Holdings. Each of the Company and Holdings hereby represents and warrants as to itself and the Coram Parties that (a) the execution, delivery and performance of this Amendment have been duly authorized by all necessary corporate action on the part of such Coram Party and this Amendment and the Securities Exchange Agreement amended hereby each constitutes a legal, valid and binding obligation of such Coram Party, enforceable against it in accordance with its terms, (b) no event has occurred and is continuing on the date hereof that constitutes a Default or Event of Default or would constitute a Default or Event of Default after giving effect to this Amendment, and (c) the representations and warranties of Holdings and the Company contained in Section 4 of the Securities Exchange Agreement are true and correct both before and after giving effect to this Amendment, except to the extent such representations and warranties are stated to be true only as of a particular date, in which case such representations and warranties were correct on and as of such date. 3 SECTION 3. Representations and Warranties of the Noteholders. Each of the Noteholders hereby represents and warrants as to itself that the execution, delivery and performance of this Amendment have been duly authorized by all necessary corporate or partnership action on the part of such Noteholder. SECTION 4. Conditions to Effectiveness. The amendments in Section 1 of this Amendment shall become effective on the date (the "Amendment Date") no later than April 9, 1999 when (a) counterparts hereof shall have been executed by each of the Noteholders, Holdings and the Company, (b) Holdings shall have amended its Stockholder Rights Agreement, dated as of June 25, 1997 with BankBoston, N.A., in substantially the form attached hereto as Exhibit A, and (c) Holdings and each Subsidiary Guarantor shall have executed a consent and confirmation of guaranty in the form attached hereto as Exhibit B. SECTION 5. Effect on the Securities Exchange Agreement. Except as amended hereby, the Securities Exchange Agreement and the other Note Documents shall remain in full force and effect. Nothing in this Amendment shall be deemed to (i) except as set forth herein, constitute a waiver of compliance by any of the Coram Parties of any term, provision or condition of the Securities Exchange Agreement or any other instrument or agreement referred to therein or under the Note Documents or (ii) prejudice any right or remedy that any Noteholder may now have or may have in the future under or in connection with the Securities Exchange Agreement or any other Note Document. SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together constitute one and the same agreement. SECTION 7. Governing Law. The validity, interpretation and enforcement of this Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof. SECTION 8. Headings. Section headings in this Amendment are included herein for the convenience of reference only and shall not constitute part of this Amendment for any other purpose. SECTION 9. References. References herein and in the other Note Documents to the "Securities Exchange Agreement", "this Agreement", "hereunder", "hereof", or words of like import referring to the Securities Exchange Agreement, shall mean and be a reference to the Securities Exchange Agreement as amended hereby. [Signatures on following page] 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their proper and duly authorized officers as of the date set forth above. CORAM, INC. By:----------------------------------------- Name: Title: CORAM HEALTHCARE CORPORATION By:----------------------------------------- Name: Title: CERBERUS PARTNERS, L.P. By:----------------------------------------- Name: Title: GOLDMAN SACHS CREDIT PARTNERS L.P. By:----------------------------------------- Name: Title: FOOTHILL CAPITAL CORPORATION By:----------------------------------------- Name: Title: 5 -----END PRIVACY-ENHANCED MESSAGE-----