Free Appendix - District Court of Delaware - Delaware

Case 1:04-cv-01565-SLR

Document 126-8

Filed 04/17/2007

Page 1 of 30

18 Not

recently
ever since since

Ever Ever
It

Im
21st
us

sorry

December to

was

disclosed
in

that

he

was

receiving

that

compensation

sometime

after

December

21st

2000
But since
he

then you

have and

never you

asked

him whether whether

continues

to

receive it today know
if

it

dont

know

hes
10

receiving

dont
Is

hes

receiving

that
to

today
know
as

11

that

something you would

want

12

director

13
14

No Why
Because

15
16

Im

very
as

pleased And

with when

the

job

Mr
knew

Crowley
he -was

is

doing

CEO

hired

him
or one of

17

doing of

some consulting subsidiaries occur
to

for Cerberus

.18

those

one

the ever

19 20 21
22

Did it doing might this good have

you that done
job

though

he

is
he

job

he might

have

even

better not

done

an even

better

had

there

been

relationship
It

23

occurred than what

to

me

that

he

could whether

not

have

done getting

24 25

better

job or

he has

done

he was

$80000

million dollars

month

RECORD
Chicago

OF EXCELLENCE
800.708.8087 Fax 312.704.4950

312.782.8087

CH-11

TRUSTEE

CrowIeyAdminOOl77B

Al 201

Case 1:04-cv-01565-SLR

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Page 2 of 30

99

Did the board

you

or

to

your

knowledge
with give

any member
in

of

ever

have that give

discussion
he up was

Crowley up his

which

it was

suggested
or

either
his

relationship Corain with

with

Cerberus

relationship the

with

Only when

negotiating

agreement

him
Please The November
10

tell

me what

the agreement
agreement
in

means October

initial

employment

of

99
tell me about said the that
he

And
He at

that

discussion
me aware
at not of

11

he made
and

it
the
in

But

12

that

time
was
so

agreement that

that give

time
it up

13

upside order

great the You

he would the

14

to

become

CEO of

company
made me aware of

15

Okay
What was

said

he

it

16 17
18

it
The At relationship that with did from the himself and not-disclose

Winterland
to you he was

time

he

19 20 21 22 23 24 25

receiving

$80000 HARWOOD

month

Cerberus
time today

MR
Richard
THE BY

Thats

twelfth

WITNESS

No

MR LEVY
After you learned in December from of 2000 and that that
he

was

receiving

80000

month

Cerberus

the

_____________________________________________ ARECORD
CIricnu

CH-11

TRUSTEE

CrowIeyAdminOOl859
TI

TIT

OF EXCELLENCE
80L703.8087 Fax

3127828087

312704950

Al 202

Case 1:04-cv-01565-SLR

Document 126-8

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Page 3 of 30

100

judge

had

found with

an

actual

conflict
you

did

you

ever he

have up

discussion one

him in which
or

suggested

give

relationship We had

the

other
at

discussion that
he

full board the Winterland

meeting

did

not

suggest

give

up

compensation
What do you

mean

the

Winterland

compensation
He
10

was
it

consultant your

to

Winterland

Is

understanding

thats

why

he

was

11 12

receiving

$80000
One
of

month
the

Dans
to be
as

assignments
CEO
of

as

13

understand consult on

it

was

Winterland
as

and then across

14

other

Cerberus

projects

they

came

15
16

Feinbergs desk
And
to at

that

board

meeting
with

you

did

not and

suggest

17

give

up

his

relationship

Winterland

18

Cerberus

19 20 21 22 23 24 25

No
Or that
he

give

up

the

compensation

of

$80000

month

No
Did any Not Was that the other board aware

member

Im

of

subject

discussed

___________________________________________
RECORD
OF EXCELLENCE 800708.807

CH-11 TRUSTEEI

CrowIeyAdmI00l

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Fr

ON

-s

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Chicago

31

27828087

Fax 312.704.4950

Al 203

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Page 4 of 30

101

Of

him giving up one

-or

Giving

the

other

relationship2

No
Was December of
It if it

ever

discussed

to

your

knowledge

after

2000
was never members December discussed had with

me

dont

know

other.board After

conversations

separately
you ever discuss arrangements

21st

2000

did

with
10

Steve

Feinberg

Crowleys

compensation

with

Cerberus
have not talked to Steve Feinberg since

11

12

December

21st

2000
receive copy
of

13

Did you

the

Deloitte

Touche

rePort

No
16
17

Are you valuation
in

aware or

that report

Deloitte which

Touche

filed valuation

report

included

18
19

this

case Yes
And you
of

20 21
22

are

aware

they

did

that

roughly

at

the

end

of

July

this

year

Approximately
How did you become told ask aware
of

23
24

that

Our attorneys

me
for

25

Okay

Did

you

copy

of

it

____________________________________________ ARECORD
Chicago
fl

CH-11

TRUSTEE
861

CrowleyAdmin00l

UI

OF EXCELLENCE
800.708.8087 Fax 312.704.4950

312.782.8087

Al 204

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Page 5 of 30

----

.-------

InRe
CORAM HEALTHCARE and CORAM CORPORATION

INC
Debtors

Chapter

11

Case

Nos

003299 003300

MFW
MFW

through

________________

DON
10

AMARAL
have any

do

hereby

declare foregoing
as

under

penalty

of

perjury have

that made by

read the

transcript noted
in

11

that

corrections that my
is

appear
as

12

ink

initialed
as

me

testimony and day

contained

13

herein

corrected
this

true

correct
of

14

EXECUTED

_______________
U1

15

2001

at

C-\-ero
City

State

18

DON

ANARAL

19
20

21
22

23
24

25

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ARECORDOFEXCELLENCE
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Al 205

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Page 6 of 30

Volume

384

IN THE FOR

UNITED THE

STATES

BANKRUPTCY OF DELAWARE

COURT

DISTRICT

Inre
CORAN HEALTHCARE

CORP

and

Case

No

00-3299 00-3300

CORAM

INC
Debtors

through

MFw

Courtroom Bankrupty No Sixth Floor Marine Midland Plaza
824

Market

Street Delaware

Wilmington

Wednesday

November

2001

100

p.m

BEFORE

THE

United

HONORABLE States

MARY

WALRATH
Judge

Bankruptcy

--

Transcript

of

Proceedings

--

WILCOX 1330 King Street

FETZER Delaware 19801

Wilmington

302

6550477

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Amaral

Direct

400

No
Ill
ask Did organization
it

again

Just

more
the

speifically Cerberus
--

anyone

within

including
at

Mr

Feinberg

you

knew

Mr

Feinberg

this

time

didnt

you

Yes
He was one
of

your

fellow

directors

is

that

right
-9

Yes
Did he ask you in any way
to

10

hire

Mr

Crowley

as

11

12

No-

13

Did

he

offer did

you he

the tell
to

option

of

not

hiring

14

Mr

Crowley
He

What said we

you
find new

15

needed
in

CEO

If

.1

16

wanted

to step with

back

and But

run

the company could

hed
do

be

more

17

than happy

that

said

not

that
with

18

Did

you

negotiate

Mr

trowleys

contract

19

him
Yes
At
the

20

did
time his his that you were negotiating was your with

22

Mr

Crowley

about
of

contract
other that

what

23

understanding was

business

interests
had external

24

aware

Mr

Crowley

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Amaral

Direct

401

interests
give he them

In

fact
part

he of

said

he would on as and the

be

unwilling and they

to

up as

coming

CEO also

were

--

was

consultant that

to Cerberus his name
in

that

he ran

foundation

bears

north

California

area
What insistent upon
iust was

your

reaction his

to

the

fact

that

he was

maintaining wanted

other

business

interests
the
job that

to make that

sure he understood this wasnt in-his spare
to

in

front

of

him at
to

Coram
able had

something

10

he was

going Have

be

to do

time

11

you

the

opportunity since he was

observe hired
as

12

Mr

Crowleys performance

initially

13

thecompanys

CEO

14

Yes
What
has

15

your observation

been

of

that

16

performance

17

Hes
diligently hours per

done

tremendous

job

Hes

worked
80

very to 100

18

for the workweek

company
trying

probably

averaging
the

19

to improve guy with

company

Hes

20

an exceptionally When the Bankruptcy did

talented you

the

employees
the

21

first
to

learn about confirmation

decision

of

-22

Court

deny

of

Corams

23

first reorganization Either that

plan
day or the next day was made aware

24

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Amaral

Direct

402

of

that

by

the company was your understanding
of

What

the Courts

ruling
That the company
of the

Court

had

determined insolvent our

that

even

though was and just

was

substantially between

that Dan
the

there

conflict

interest
of

CEO
that

Crowley
judge

Cerberus one
not that
10

the

debtholders
the

was
of

comfortable relationship Did you

in granting

bankruptcy

because

ever

review

any

portion

of

the

Courts

11

ruling

on this read

issue
the last four or five pages

12

of the

13

judges

transcript Did you
do

14

anything

in

response

to

the

Courts

15

decision Well
ten days us and away my immediate from year-end
to

16

response had would
1st

was
to

we

were

about phase
of

17

start to taking would
in

in our
in

18

wanted patients
So

be sure we come

be we

care

19

16000

so

January

still be

20

business
to the

was

really interested

getting

start

21

proposal Was

behind
in

us
fact accomplished

22

that
it

23

Yes
After

was
was taken care

24

that

of

what

if

anything

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Amaral

Direct

403

else

did

you

do with

respect

to

the

Courts

decision
was
in

convened
of

the

Special

Committee

which

comprised California

Bill Casey runs
is

healthcare management person
in

consultant

north

hospital political

company

Sandra
--

Smoley
head Peter
of

who

in Sacramento state-of
in

former
arid

Medi/Cal-Medicaid who
is

the

California
in

Smith

businessman
the

healthcare Committee
we

Chicago
them
10 all

That

really was and

Special

got figure

together go forward

said
we

you

know

need

to

out and

where
lot

go from here discussion hire
it

11

After determined that we not
so

of

was reviewer

12

needed
as to

to

financial fairness Danitz had

13

advisor
to

much

render Scott this

opinion
put
of

but

14

go

through

the

plan

that

together

15

in

management

and investigate and Cerberus ever

conflict

interest

16

between

Crowley Have

17

you

described holy water

this process over
the

with

the

18

metaphor you ever

of

sprinkling saying that with

numbers

Do

19

recall used

that
in

20

expression
12

my deposition beating
to

and

Im
and

21

good

Catholic just
is

years
that

of

nuns use

on me sure

22

thats

an expression

we

make

23

something

pure
Miss

right Smoley

100

percent

foolproof

24

Were

Mr

Casey and Mr

Smith

to

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Amaral

Direct

411

know

him
Scott joined time he was
as

my
the

management chief

team

when

was

the there the

CEO
at

the Coram and

first and

accounting

officer who was

hired

by Rick

Smith

then

CFO

myself
Do you have view
as to

his

abilities

Exceptional How about
in

his

integrity

Never
10

question
have any concerns about whether any or not

Did

you

11

Mr

Crowley

during

this

period
work

might

exert

12

influence

over was

Mr

Danitzs

product that

13

A.-

never

concerned

with

14

Why
Because would before either come just
to the

15

type

of guy

Scott

would

be
leave

he

16

me

or

the board his work

or he would product

17

he iou1d

jeopardize

or his

18

reputation
During the conflict this period between
of

19

the
the

identification was there

of

20

and the

inclusion

report

21

an audit

going

on
The year-end audit was being completed by

22

Yes

23

EY
Did you consider having

24

Mr

Crowley

step

down

as

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Amaral

Direct

412

the

CEO

of

Coram but

after

the the

time

the

conflict
of

was

identified

prior to

issuance

the Goldin

report

No
to step down

We

were even

--

we

never

asked We

Mr

Crowley more situation
so we

or

considered was

that
in such leave no one

were tough

concerned that were back
10

that

the

company

he may

become

disgusted there hold view

and was
the

the company that could

concerned
in

because and

step

immediately Did you
to

company this time left

together
as to

have Coram if

at

what

11

would

happen
We

Mr

Crowley

it

12

would perish after did
the

13

Now
of last year
the

decision

by

the

Court with

in

December Crowley

14

you

have

discussion

Mr

15

about

Courts

findings
one-on-one

16

Me

on

basis

no

but we

met

with met

17

Mr
with

Crowley
him and What That

All the
he

independent the

outside

directori

18

discussed you

situation

19

do

recall
us

him saying
of

20

he

reminded

the

relationship
it

He

21

told force

us

of

the

dollar

amount

and

that

was

still in

22

today
Have you given any consideration better had
it to

23

whether run by

24

Coram

would

have

performed

been

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Amaral

Direct

424

EBITDA

No
What He negotiated received times
is

the back

current
to the

arrangement
original agreement
of

went with

that
he

him in October/November salary pius bonus

1999 where
of

his

base

opportunity

three

base
How The did
--

that

come

about
to the

Crowley with the

came

Compensation from
of

10

Committee We went

along

entire He said the we

package

management affairs
in

11

through

things
was

the state company
go

12

where

the company position

today

was back

13

different original

and that

should and

to

the

14

compensation Has new

that he

had negotiated

15

contract

been

signed

16

No
Why

17

not its
incorporated when
the

18

believe filings and will be

with

the

bankruptcy
is

19

approved

bankruptcy

20

approved
One last group Who
of

21

questions
to

22

decided

put

CPS

up

for sale

23
24

Idid
When was

that

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Amaral

Direct

425

Probably March/April Why
of

at

the

end of

my

tenure

April

1999
you decide
to

did

put

CPS

up

for sale

Because burning building majority referred

was

worried
of

about cash
in

its

future
we

It

was

tremendous inventories
of the

amount
It

that

didnt
where Coram

have the
--

was were
to

business by

patients

controlled

were

as

Coram patients
J.nd

them
worried that some
of

also
the

was

the big

10

drug were

retailers going
to

being get

Rite-Aids

Waigreens
and just

et

cetera

11

into

the business

smash our

12

margins
When already on the Crowley came on board
at

13

Coram

was

CPS

14

market

15

Yes
Did after you play came any further role in the-CPS sale

16

17

Mr

Crowley

in
Dan what that that the we when the bids came
ii

18

strongly substantially initially use the

urged

19

lower than
to

investment should take

bankers
the

had

20

stated

them
down

offer
those

21

proceeds

pay

debt

go forward

along

22

lines
Do or not you have
the

23

view

Mr

Amaral
was

as

to

whether

24

the price

received

for CPS

fair

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Amaral

Cross

437

Yes

when

we

hiredhim

Pardon

Yes
Tell We and

when we
me about aware

hired

him

that
of the

were
the

situation directors that
he

He-

made

the

--

myself had

entire

board

of

aware would the CEO

that he be
of

relationship
to

with

Cerberus
to

unwilling

give

up in order he
tell

become
at that

Coram

What
10

didnt
much

you

time

How

money he was he had signed

being

paid
contract

Or that
12

an employment
of

denominating

him

fulltime employee

Cerberus

13

correct Yes
He did not
tell

14

15

you

that

16

No
You talked with

17

Mr

Friedman those duty
of

about

fiduciary duties

18

duties
included

Do

you
of

understand loyalty

that and

fiduciary

19

duty

care

20

Yes
You learned four
that

right after
of the

December

21st

from that you

22

reading say you

the read

pages
the

Courts

opinion that
in

23

Judge and

had

concluded

24

Mr

Crowleys conduct

quote

did

fact

taint

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Amaral

Cross

438

his

ability to

serve

as

CEO

of

the debtor

correct

remember After

that

yes youve
his

reading
to

that
give up

already
at

testified

you

didnt

ask

Crowley

job

Coram

correct

Correct
Did you ask him to stop taking

$80000

month

from Cerberus

No
You
10

didnt

even

ask

him

A.

No
So far as

11

you

know

did

any

director

ask

him to

12

do

that No
When you did

13

14

that
should

you

didnt
you

have

--

or when the

15

you

didnt
of

do that

say
that

didnt

have

16

benefit

Mr you

Goldins

views

no damage

had been

17

done

did

18

Mo
Two weeks ago you
to

19

were

not

aware

that

20

Mr

Crowley

continues

receive

$80000

month

is

that

21

correct
If

22

thats
me

what

my deposition

reflects

23

Give

your recollection that

24

believed

wasnt aware

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K.
Arnaral

Cross

440

his

testimony THE

COURT LEVY COURT LEVY

Sustained

Its repetitive

MR
4-

Im

sorry
repetitive

THE

Its

MR
BY

Repetitive

Okay

MR

LEVY Isnt
that
he is

something

youd

want paid

to

know
the

as

director
said
10

that

still getting caused me
the

after

Judge

that

the

payment you
if

taint question
being
in

When
of

asked
he

didnt
When

know he
of

as

11

that

moment
to the

still was board back
us

paid

12

talked

entire

the

latter he was

part

13

December/January consultant
to

he made

aware

that

staying

as

14

Cerberus
as

15

You-say

consultant

16

Yes
But you that he had did testify contract rather state than last December that that you
a-

17

knew

18

signed

said he was

19

full-time

employee did Back not
to

consultant

20

that
line

21

page

52

18

Did you

give

this

testimony
23

1QUESTION or any other
time

Okay

Did

Mr
that

Feinberg

at

that

24

disclose

Mr

Crowley

was

C\WINDOWS\Desktop\CRI
11/09/01

1-7.doc

1159AM

Al 217

Case 1:04-cv-01565-SLR

Document 126-8

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Page 18 of 30

493

State County

of

Delaware Castle

of New

CERTIFICATE

Kathleen Professional certify that
is

White

Reporter
the

and Notary

inclusive

stenographic in the.above-captioned Bankruptcy
10 IN 11

foregoing of true and accurate transcript notes taken on Wednesday November matter before the

Palmer Registered Public do hereby record pages 384 to 493
my

2001

Federal

Court
WITNESS have hereunto WHEREOF ofNovember 2001 in
set

my hand

and New

this 8th day Castle County

seal

12

13

14

KATHLEEN Notary

WHITE PALMER PublicReporter

15

16
17

l8
19

20

21

22

23

24

C\WINDOWSDCSktop\CR1
11109/Ot

I-7.doc

1159AM

Al 218

Case 1:04-cv-01565-SLR

Document 126-8

Filed 04/17/2007

Page 19 of 30

Volume

III

403

IN

THE

UNITED THE

STATES DISTRICT

BANKRUPTCY OF DELAWARE

COURT

FOR

INRE
CORM4 HEALTHCARE

Chapter

11

CORP

and

Case

CORAM

INC
Debtors

through

Nos O0-3299MFW 00-3300MFW
Administered

Jointly

United
844

States Bankruptcy Courtroom No 2A North

Court

Wilmington
December

King Street Delaware 19801

900

13 a.m

2001

BEFORE

THE

HONORABLE States

MARY

WALRATH Judge

United

Bankruptcy

Transcript

of

Proceedings

WILCOX 1330 King Street

FETZER LTD Wilmington Delaware 302 6550477

19801

Al 219

Case 1:04-cv-01565-SLR

Document 126-8

Filed 04/17/2007

Page 20 of 30

Dan

Crowley

Redirect

Friedman

457

MR
question can

LEVY

Im

sorry

Its

as

leading

as

be
THE

COURT

Overruled
did not

Overruled
advise them every

didnt advise
month BY what was being paid

MR

FRIEDMAN
You testified
in

response when time you

to

Mr

Levys
your were from

question contract not

that
with
10

in

November that

of 1999
at

signed

Coram
that

that

the

Directors month

aware

you Do

were you

getting

$80000

11

Cerberus

recall

that

testimony

12

Yes
At had that time were the Directors aware that you

13

14

business

relationship They were

with

Cerberus

15

Yes
Since details of

aware
of the last

16

December

year

have been

the

17

your

relationship

with

Cerberus

publicly

18

disclosed

19

Yes
To your

20

knowledge

on how

many

separate

21

occasions
At Can SEC least

22

five
identify those separate ended

23

you

occasions 2000

24

filing

for the

year

Its

called

Al 220

Case 1:04-cv-01565-SLR

Document 126-8

Filed 04/17/2007

Page 21 of 30

Dan

Crowley

Redirect

Friedman

458

10K
quarters

Its disclosed
ended

Theres
and

an

SEC

filing

for the called these

March

June

September
in

Its
in

1OQ

Its

been And

publicly

disclosed

writing with

documents
confirmation and

theres

publicfiling
plan

the been So

hearing widely

reorganization in there

thats

printed at to least the

distributed And then

public was

document
the disclosure

those in

five

Board

faceto-face
you became have the

meeting
CEO of Coram in November from of

Since
10

1999
Coram

how in

much

money

you

actually

received

11

compensation
received

12

my base

salary

Its
same

paid base

in

13

everytwoweek Ive
not had

increments
raise paid
in

Its

the

salary

14

two

years

Im

paid And

for my

-i

15

vacation

Im

for

car never

allowance
received

Im

paid

16

for temporary Nothing

living

anything

else

17

else
What
is

18

your

base

salary

19

650000
And was plan just
so

20

the

record

is

clear

on

this

what

21

your of

involvement

in the being
in

development considered the

of the the of

current

22

reorganization was

by

Court
the plan

.23

uninvolved the

development No

24

being

considered

by

Court

involvement

A1221

Case 1:04-cv-01565-SLR

Document 126-8

Filed 04/17/2007

Page 22 of 30

531

State County

of of

Delaware New Castle

CERTIFICATE
Ann Reporter and Notary Merit Calligan Registered Public do hereby certify that to 530 inclusive is pages-403 of my stenographic in the abovecaptioned have WHEREOF of December day notes

the true on

record foregoing and accurate transcript
December

taken

13
IN

2001
WITNESS 13th

matter
set my hand

hereunto

and

seal

this

2001

at

Wilmington

Ann

Calligan

A1222

Case 1:04-cv-01565-SLR

Document 126-8

Filed 04/17/2007

Page 23 of 30

IN

THE

UNITED
THE

STATES

BANKRUPTCY
OF

COURT

FOR

DISTRICT

DELAWARE

In and

re
CORP
CORP.N

Chapter

11

CORAM HEALTHCARE

INC
Case Debtors

NO

003299

Tuesday

February

25

2003

10 Pretrial 11 held 12 Segal 13 in the offices of

examination

of

HON

ARLIN

ADAMS

Schnader Street

Harrison

Lewis

1600 PA the

Market 19103
above

Philadelphia
14

commencing

at

935
15

a.m

on

date

before Mickey Reporter

Dinter
16 and 17

Registered
of

Professional
Deeds for

Commissioner
of

the

Commonwealth
18

Pennsylvania

19 20

BRUSILOW COURT REPORTERS 1926 Arch Street Philadelphia 215.977.9700

ASSOCIATES VIDEOGRAPHERS
1st PA Floor West

21 22

191031404 www.brusilow.com

23

24

04368

A1223

Case 1:04-cv-01565-SLR

Document 126-8

Filed 04/17/2007

Page 24 of 30

64

never was

perceived
in

that

Mr

Crowley
or

operating
or

order

to

help Cerberus creditors
was

Goldman My

whoever

these
that he

were

perception company been
at

was

operating
he

this

as the

effectively time under
The

as the

could

have

circumstances My
that 10

figures
the

supported

that

interviews when
We

with went

executives

supported

out

into the
still

field
in

are

in

March
when

March

11

Yes
interviews Are
her

Thats
with the aware

had these

12 13

executives
that Judge of

you

Wairath
fact that

in

14

opinion

made that

finding nothing

15

everything have been

Crowley did unduly
of

would

16

without
the

without

17

considering
At

interests

Cerberus
am

18

that

time

yes

concerned

19 20

was

concerned
Were you

concerned

when

you

went

out

21

there

in

March wouldnt them
concerned when
you let him have had the

22 23

Certainly discussion
Were with

24

you

L04431

A1224

Case 1:04-cv-01565-SLR

Document 126-8

Filed 04/17/2007

Page 25 of 30

134

repeat
about

on

the

record what

you

just

sai

Exhibit

Yes
morning
me some

sir

Near

the

end

of

the

session questions

Mr

Levy

you

were

asking

about

Trustees
think

Exhibit

dated

October how
about

28
that it

2002

you

were In

wondering thinking
we 10

developed
at

timewise
recall that

lunch

were

once

again
for

considering Crowley
was

substitution
knew

Mr

because
to

we

11

that

his

contract

going

expire
on

12

think that

November

30

may be wrong

13

14

The

29th

15 16

Yes
Thank

you
will

17

change

subjects Did

now

18

Let

me

just

review

very briefly
that

19

understand meeting
that the at

correctly

after your
on

20

with
that

Crowley that

March
you

25

26
to

21

point in time
that

had come
not have

22 23

conclusion

Crowley

did

conflict
Pretty much
had

24

come

to

that

O4SOj

A1225

Case 1:04-cv-01565-SLR

Document 126-8

Filed 04/17/2007

Page 26 of 30

135

conclusion
was one

based

on

his

questions took
about

There

other
that

thing

that

place
and

at

that

meeting

thought

that

is

my

discussion

with

him about

Cerberus
He

hope that

Im
from

not

mispronouncing
to time they

it

did

say

time

would ask

him to

evaluate compensate

situations
you for if

and

said
He

Do

they

that
it has

said
to

No
do with

said
10

Well
they
are

nothing

Coram
they that

not

competitors
on

of and

Coram
you do

11

in no

way

impact

Coram dont
He

12

off

company
to

time

think

13

would

object

that

said
like

Well

of

14

course
Let

Some

discussion
be

that
the

15

me was

clear
he

One

of

16

conditions

that

not

be

compensated

17

for
Thats
That what

18

said
said to

19 20

what

you

him

Thats
Did he

right
agree seek that he

21

would not
if he

be

22 23

compensated
that kind of

or

compensation

did

work
He

24

Yes

said

Oh

understand

04502

A1226

Case 1:04-cv-01565-SLR

Document 126-8

Filed 04/17/2007

Page 27 of 30

264

CERTIFICATION

hereby testimony aforegoing
and the

certify that
in

the

proceedings
are

the

matter
in

contained

fully
notes

and accurately taken and
10

the that

stenographic
the

by

me

and

copy
the

is

true

correct

transcript of

same

11

MICKEY
12 13

DINTER Registered Professional
The does not

Reporter certification
of the of the

foregoing
to any

14

apply

reproduction under

15

the

same

by any

means unless and/or

16

direct

control

supervision reporter

17

certifying

shorthand

18

19 20

21

22

23

24

L04631

A1227

Case 1:04-cv-01565-SLR

Document 126-8

Filed 04/17/2007

Page 28 of 30

UNITED STATES DISTRICT

BAIn.RuPrcY

COURT

OF EL2WARE

IN

Case

lao

003299

CORAM

-1EALTHCARE

824 Market Street DE 19-901 Wi1inirgton

Debtor

March

2003

930 A.M
TRANSCRIPT OF TRUSTEE OTICTh1 FOR ATYIHORIZATION OF DANIEL CROWLEY THE EXECUTORY CONTRACT MARY BEFORE THE HONOIAILE WALTFI UNITED STATES BANKRUPTCY COURT JUDGE TO

RJECT

APPEARANCES

or

the

Trustee

Schnader
LLP I3y

Harrison

Sg1

Lwi

BARRY BRESSLER E$Q WILBUR KIPNES ESQ RICHARD BARKASY ESQ 1600 M.rket Street Suite 3600 PA 19103 Philadelphia
Wei.r

Partners
1.JOHN

By
824

YORK
Street
DE 708

EQ
Mall
Stits
01

Market

P.O

Bo

Wilrniricjton

19D99

--

Office of the U.S TrusLee ESQ By RICHARD SCHEPACARTER Caleb Soggs Federa.1 Buildin 35 844 King Street Lockbox 19801 WiUnlnqton Jnn1fo.r PaLone

Audio

Operator

recordinq

recordod by electronic sound Proceedings service transcript produced by transcription

JI

INC TRNSCRIB1RS Evergeen Avenue Hamilton New Jeray 08619
COT.ThtT

2B

E-mi1 6095862311

[email protected]
Fax

No

6095873599

A1228

Case 1:04-cv-01565-SLR

Document 126-8

Filed 04/17/2007

Page 29 of 30

Direct

.4

Oh
thing
opiriioru

maybe did

-a

week was by
1-Icr

or

so

after was

was
to to

appointed

The

firs

after

appointed Honor

read carefully
this

the and
th
ri

written

relating
to go

matter

called wanted meeting latter
to

Mr

Crowley and with him forget
of

arranged
arid

to

Denver
and

told him he
set in that

meet

his

entire
but out it to

staff
was

up
part

the

date
wont

some

ti
and Lhrce

the
wit

Narch
.1

Ind

Deriver

talked

Mr
and
10 11

Crowley
then

for
with
that

dont know
-the

two

hours

maybe

1iour
but with
eac

met

entire given

staff
the

first collectYvely
to

then
of Lhe It

asked

be
staff

opportunity and
on

meet

executive
is

individual
of the

private

basi.s

12 13
14

accurate that
Corant

that

approximately
100

the

2100

employees About
But

has

about

are

in

Denver

that
of the the

15 16 17 18 19 20 21 22 23 24 25

members around

senior
to

executive meet with

were

brought

in from

elsewhere They tell you when discussion

country there

you
fifteen can

were

and

were approximately

preei3eiy you
of first

the

number
with

mat

Mr

Crowley
or of

was
his

there then

any

11cr

Honors

opinion

current

relationship There was
to to in

with

Cerberus
1\lmost the first

was

thing and

did with that had

Mr

Crowle

ask him about the
opinI.ons no

the

conflicts

been he

referred assured Cerberus
te

that

Ive

just averted

to

and

that

he

had

further

contractual

relationship

with

A1229

Case 1:04-cv-01565-SLR

Document 126-8

Filed 04/17/2007

Page 30 of 30

Adams except had
for

Direct
the

.5

the

remaining my

claim under appointment
to for

contract had

for

work
to

th

Lt

done
and

prior to made from not
it

that
he

nothing not that

do WI
any

Coram

clear

him that anything

could

take claim

compensation that
he

Cerberus spend
in

except would any
of

and be

could
to

any

time that

he

ordinarily
the

devoting

Coram

order to

deJ

with

remaining

Cerberus matters
He Did 10

gave
he

me that also

assurance
with you
that that

discuss with

he

still had

talking
He

relatidnship

Cerberus
to time .Cerberus

11

did

Re

said
or

from time opinions

asked came but
to

him to to

12 13 14 15 16 17

give

his

comments an that

about you

matters that
do

thei

attention
make sure

said
those be reason mindful

Wel1
matters

could have

that

you have do with
of

could

nothing
or

Corain

couldnt
and the was

competitiOE situation
why

anything

the

sort

gave

them-

him that

opportunity knew want was
he

although had

of the

judges

concerns
and

was

J8
19 20 21 22 23

substantial
to

claim against that

Ccrbcru

dLdnt
think

do anything fair on And was

prejudice

claim

didnt

tha

my part knew
to

that have
of

if

was good

going

to

succeed not
the

as

Trustee

important but

relationship And Some uses

only with

Mr

Crowley
use
in

all

his

people

thats

style that use that

24 25

handling

these

matters

pop1e dont
very

style

Mr Levy

for examp.e

confrontational

Al 230