GOLDMAN SACHS GROUP LP
SC 13D/A, 1999-04-13
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                       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.


<PAGE>



- --------------------
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-



<PAGE>



- --------------------
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-


<PAGE>


- --------------------
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-



<PAGE>



- --------------------
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-



<PAGE>



                                 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-



<PAGE>



     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-


<PAGE>



                                    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-



<PAGE>


                                   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-





                                 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




<PAGE>



         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:


<PAGE>


         (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

<PAGE>

          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

<PAGE>


         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


<PAGE>





         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



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