Free Appendix - District Court of Delaware - Delaware

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 1 of 30

fees

and

costs

and

the Trustee

shall

be permitted

to

compromise

such claim

with the approval

of

the

Outside Directors which

shall

not

be

unreasonably withheld

Within

ten

10

days of the Bankruptcy

Courts

approval

of

this

Settlement

Agreement

the parties

shall

cause the consent judgment

to

be entered

in

the

Delaware

Action

If

the

Bankruptcy

Court does not grant the Motion

to

Approve

Settlement

this

Settlement

Agreement

is

null void and

of no

effect

If the

Bankruptcy

Court grants

the

Motion

to

Approve

Settlement

but only

with modifications the parties agree

to negotiate

in

good

faith

in an

effort to

reach

agreement

to

satisf any concerns

the

Bankruptcy

Court might express

Failing

such

agreement

the Settlement

Agreement

will be

null

and

void

and the parties will return

to their

prior positions

10

Upon

approval

of

this

Settlement

Agreement

by the Bankruptcy

Court

each

of

the

Outside Directors

agrees

to cooperate

with the Trustee

in

connection

with the Coverage

Action

and

the continuing

Delaware

Action

against

defendant Daniel Crowley

and

shall

comply

with

all

reasonable

requests

of the Trustee

11

The Trustee and

the

Outside Directors

represent

that they

enter

into this

settlement

freely

and

volunfarily

and with and

upon

the advice

of counsel

12

No

covenants

agreements

representations

or warranties

of any kind have

been

made by any
constitutes

party

hereto

except

as expressly

set

forth

herein

This Settlement

Agreement
and

the entire

agreement

between

the parties relating

to

the subject

matter

hereof

all

prior negotiations

and

discussions

with respect

to

the subject

matter

of

this

Settlement

PHDATA

1354393_2

A1141

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 2 of 30

Agreement

have

been

and

are

merged

and

integrated

into and

superseded

by

this

Settlement

Agreement

13

This Settlement

Agreement

may

not

be

altered

amended

modified

terminated

or

otherwise

changed

in

any respect

whatsoever

except by

writing

signed

by the Trustee and

the

Outside Directors

14

This Settlement

Agreement

shall

be binding upon

and

inure

to the

benefit

of the

Trustee

in

his capacity

as Trustee

only

and not personally and

the

Outside Directors and

their

respective

agents representatives

attorneys

partners

employees

predecessors successors

heirs

assigns

executors

administrators

and

any other

persons

who may

in

any fashion

claim

an

interest

in

the subject

matter

hereof through any of the parties

15

This Settlement

Agreement

shall

be construed

and enforced

under

the

law of the

State

of Delaware

16

This Settlement

Agreement

may be
and

signed

in

counterpart

copies

each

of which

shall

be deemed

to

be an original

document

all

of which

shall

together

be deemed

to

constitute

single

document

Facsimile

copies

shall

be deemed

to

be originals

of page

intentionally

left

blank

PHDATA

354393_2

A1142

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 3 of 30

IN WITNESS

WHEREOF
at

the parties hereto

have

executed

this

Settlement

Agreement

as

of the date

stated

the

outset

WITNESS

ARLIN

ADAMS

Arlin

Adams

as

Chapter 11 Trustee

of

Coram Healthcare Corp and Coram Inc

WITNESS

DONALD

AMARAL

Donald

Amaral

WITNESS

WILLIAM

CASEY

William

Casey

WITNESS

PETER SMITH

Peter

Smith

WITNESS

SANDRA

SMOLEY

Sandra

Smoley

PI-IDATA

1354393

A1143

Case 1:04-cv-01565-SLR
@4/02/2005

Document 126-6
DON

Filed 04/17/2007
AMARAL

Page 4 of 30
PAGE
@2

1013

7757495407

IN WITNESS
of the date

WHBREOI
at

the parties hereto

have

executed

this

Se1t1ement

Agreement

as

stated

the outset

WITNESS

ARLIN

ADAMS

Arlin

Adams

Chapter 11 Trustee

of

Coram Healthare

Corp and Coram Inc

Donald

Amaxal

WITNESS

WILLIAM

CASEY

William

Casey

WITNESS

PETER SMITh

Peter

Smith

WITNESS

SANDRA

SMOLEY

Sana

Smoley

P14DATAJ54393.2

A1144

Case 1:04-cv-01565-SLR
iPR-5-2@04

Document 126-6
CASEY
INC

Filed 04/17/2007

Page 5 of 30
P.22

1256

FRONWILLIAM

530

B93-303I

1016505655100

IN

ITN JSS

WHEREOF
at

the

parties

hereto

have executed

this

Settlement

Agreement

as

of the date

stated

the outset

WITNESS

AIILIN

ADAMS

Arlin

Adams

as

Chapter

Trustee

of

Corarn Healthcarc

Corp and Corain Inc

WITNESS

DONALD

MvIARAL

Donaid

Amaral

WITNESS

WILLIAM

CASEY

aasr
WITNESS
PETER

SMITH

Peter

Smith

WITNESS

SANDRA

SMOLEY

Sandra

Smoley

PlIDATA

135493

A1145

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 6 of 30

IN

WTTNL8J
stated

WI IDU30P th

partic

hcrt

tiiitd

thio

otfloont

Agreement

as ol the date

at

the outset

WITNESS

ARLIN

ADAMS

Ailiu

Mcusi

ClaapLL

11

TiuiL

uf

Coram ilcaitheare Corp and Coram Inc

itiIjbJ

TAIAL

Donald

J.

Amaral

WiTNESS

WILLIAM

CASEY

ImnrUrrrr.rn

wiiiiarn

iasey

WITNESS

LPETER

SMITH

_____________
WITNESS

Peter

Smith

SANDRA

SMOLEY

Sni1r

mnky

PHLALA

135433_2

A1146

Case 1:04-cv-01565-SLR
Apr 05 06

Document 126-6
Smo1e

Filed 04/17/2007
1G-SGG-844S

Page 7 of 30 p2

l2O0p

Sardra

IN

WITNESS

WHEREOF
at

the

parties

hereto

have executed

this

Settlement

Agreement

as

of the date

stated

the outset

WITNESS

ARL1N

ADAMS

Arlin

Adams

as Chapter

Trustee

of

Coram Iealthcre

Corp and

Comm

Inc

WITNESS

DONALD

AMARAL

Donald

Amar

WITNFSS

WILLIAM

CASEY

William

Casey

WITNESS

PETER

SMITH

Peter

Smith

2a7%

WflNESS

SANDRA

SMOLEY

Smote

IFIEArA

493_2

A1147

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 8 of 30

IN

THE FOR

UNITED THE

STATES

BANKRUPTCY OF DELAWARE

COURT

DISTRICT

Inre
CORAN HEALTHCARE

CORP

and

CORAN

INC
Debtors

Case Nos
through

003299 003300 MFW

United States Bankruptcy Court 824 Market Street Sixth Floor Delaware Wilmington

December

2000

900 a.m

BEFORE

HOIORABLE MARY WALRATH United States Bankruptcy Judge

TRANSCRIPT

OF

PROCEEDINGS

WILCOX 1330 King Street

FETZER 19801
DEC DcjiS

Wilmington Delaware

302

6550477
05
Stng 2000

Ziohi

WILCOX
RegIsieied

FEIZER
Professlont

LTD

Reporters

PI7

A1148

Case 1:04-cv-01565-SLR

Document 126-6
Crowley

Filed 04/17/2007
direct

Page 9 of 30
54

now
it

had

hundred

million

of

the

305

is

what

meant
You Healthcare had

mentionedan entity called
Could you

Dynamic

Solutions

just describe
is

that
that crisis

Dynamic does consulting and
at

Healthcare

Solutions

company

for distressed does
the

firms provides

management

investments
time when already your employment
to

Now
10

began Cerberus

with and

Corarn
an

were

you
of

consultait

11

employee

Dynamic
in

Healthcare
capacities
disclosed
to

12

Yes
Were board before

was those you They and

both

13

relationships became were
all

Coramts

14 15 16
17

employed
completely known
to all of

Yes
board members

of

the

of

the

constituents

the

company
Are employment those relationships with permitted under your

18

19 20 21 22 23
24

contract

Coram
bargained that out was
or

Yes
of

specifically an understanding that

with

the

board
in to

Coram

for

was

included

my

employment other work

agreement and
do

calls

my ability

do

the

understanding

clear
with

Now

your agreements

relationships

WILCOX
-Reglstertd

FETZER
Professional

LTD

Reporter

A1149

Case 1:04-cv-01565-SLR

Document 126-6
Crowley

Filed 04/17/2007

Page 10 of 30
55

direct

Dynamic restrict can

HealthCare the

or Cerberus the nature

in of

any the

way

operate which

to

time or for
at

work

you

perform None And

Coram all

on

average
in

how

much

of

your

attention

is

devoted

to

Coram has

lets say
all

particular
for

week Its
sometimes

Coram averaged
as 10
11

been

consuming of
40

me

soniething as 75 or 80

well

north

hours

much

week
engaged you
to

Has
in

Cerberus
in

act

on

their behalf

any way

connection

with

Coram

12 13 14 15 16
17

Absolutely
Do

not
any consulting
at for

you

receive any

fees
all

any Cerberus

compensation
for

other that

benefits you
do

from

any

of

the

work

Coram
for anything my agreement any

receive that with do
at

nothing

from Cerberus
In

Coram

whatsoever

fact
in to

18 19 20 21 22 23 24

Cerberus

specificallY from Cerberus

excludes related from

writing

compensation Does any way
at

Coram period
in

your
all

compensation upon how

Coram

any

way

depend
of

Cerberus

is

treated

under

the

plan

reorganization

Absolutely specifically

not

My

compensation

is

specifically

tiedto

the

economic

WILCOX
Registered

FETZER
Professlonat

LTD

Reporters

A1150

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 11 of 30
155

State New

of

Delaware County

Castle

CERTIFICATE

OF REPORTER

Kurt Reporter foregoing
10
11

Fetzer Registered Public do hereby
to of the 153

Professional certify
is no-tes

and

Notary

that

the

record

pages

inclusive

true taken

and on

accurate December

transcript

my stenographic

2000

in

abovecaptioned matter

12

13
14

IN

WITNESS this
4th

WHEREOF
day of

have

hereunto

set my hand

and

seal

December

2000

at

Wilmington

15 16

18

KurA%Zer

WILCOX
Registered

FETZER
ProFessional

LTD

Reporten

A1151

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 12 of 30

flLE COPY

Deposition

of

Don Amaral taken

December

2000

Paulson

and Hi-Tech

Page

to

Page 112

CONDENSED

TRANSCRIPT

AND CONCORDNCE

PREPAREDB
Paulson

and

Hi--Tech

3960 Howard

Hughes 730

Padnvay

Suite Las

VegasNV

89109

Phone

702-871-7750 702-871-7755

FAX

-r
CH-j1

TRUSTEE

CrowfeyAdmjnoo43

A1152

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 13 of 30

Deposition

of

Don Amaral Pauson and

taken

December

2000

ft-Tech

04xW
Page3
--

Page

CX
PAGE

WX771ES UNITED
STATES OF

DOOAMARAL

8ANXRUPTC
DELARARE

COURT

EXtUlIRIfrION
fly

DISTRICT

4r

Low

In

RE
REALTHCANE

Jointly CORP
Case 00-3299 Nos

.Mejnjttrd

INDEX-TO
25051St

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and

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23

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attach
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2000

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ARaral
Minutes Board
of

1ot
21
1999
00230Th -12 of pages

Agreemuat

26

pates telephool MeHtig of the Director5 of Corns Healthcare December Bates
76

10 14 12 13 14 15 16 17 16 99 20 21 22 27 24 25
REPORTED
DEPOSITION

of

Corporattoo
stamped

OF

DON

214R2JL

15 16 17

CORSUn
letter

coa-s CON CON 0023806
to the

through

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Corporation July

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19

2000
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stamped pages

CHAR FRZOAY DECEMBER
2009

60061

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through

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07

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233

24 25

Page2
ui 42
taken at 0E0011110U OF DON .1IARr.L

Pago4 IAS
Suite

3960
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Parkway
at

730

on

Friday
RCBO

2000
Court

a.n
Rdporter
in

before
and

Idiom
the

VEGAS NEVADAFRIDAV 909 AM

DECEMBER

2000

Sable
of

Certified

for

o0o
Thereupon

State

Nevada

ARPEAPANCES having
For

DONAMARAL
been
first

Eqoity

Shatehojders the whoTe LOW CAD and ESO

duly sworn nothing

to

testify

to

the truth

Te0000R5

frh and

the tnith

wc

exarnFned

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testified

as tollow

10 Ii 12 13 14 15 16 10 19 20 21 22
233

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11

EXAMINATION

chicago
For

BY

MR LOW
This
Is

Corns

Healthcare 4IEVAELC Kauowitz
1633 New

12 13
FtieAR
LLp

the deposition

of

Don

Amaxaf

taken

HJIOOfl Benson

pursuanttoagreementthp-j5
by and
asking your

Andletrnestat name
for

14 16

Broadway York NOw YOrk
spell

you
last

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to

state

your

the record

10019-6799

name A-m--a-l

DOfldJQsephA
2010 And
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--

17
18 19 20 21 22 23 24 23

Mdatisyouraddresss
Meadow

Road Glenbrodk Nevada
sir

you employed

No
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Yes
Can
you

descdbe

for-us

bdefly

your

edution

background
Igraduated high school frorn-Moreau

---

Cl-I-Il

TRUSTEE

CrowleyAdminOol 644

A1153

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 14 of 30

Deposition

of

Don Amaral taken December
Paulson and Hi-Tech

2000
xsecqsj

Page

17 Page
part

19
hospital of

THE WITNESS
They un Ia had what

as
thought

of the settlement
very

ui agajn
their

we were
patients

providing

tot of

services

for his

we

was
doIng

good

case

when

was

the

CEO

Summit Care- Summit

authtors

And we were

the settlement

conferences 14

Healthcare

inthereAridIjustaskedCaremasofficomwad
they assign
that that that tight right to

SoyouwereesSenliatly.hewasa_Ns company was
customer
of

Coram

to

pursue
to

And
as

that of

IS

16
lii

was
BY

yours

was

shifted

Coram

part

Yes
And
did you did you deal
frequently

the settlement

oj

MR LOW And was
Yes
Okay
believe

with-him

No
did
in

fact

Corarn

institute

suit

193

Did

you

develop

an

impression

of

him

uo

against

Pricewatei-house

10
uii

Yes
Aædwhatimpressiori Extremely

11 12
U31

was that view change

Has
its

there been

been

an

outcome

in

that

case

4121

competency
view ever

settled

And

did

that

14
us

-Andwhenwasitsettjed
Inthelastsixmonths
All tight

14
us Coram

No
Thewhatwasthenextcapacitylnwhichyou
dealt with

16 Ui
tEe

And

what

did

get

16
111

Mr Crowley
met up
at

Im

not sure you dont would give

We
Week

seminar
at

Can

me

sponsored and

by Business

an

estimate

uRl the settlement

And Iwas work

still

Corarn
jokingly big

was

19

No

doing of and

dont

remember
about

19 20 21 22 23
1213

20

consulting us going doing

And we
and

talked
heatiheare

by the both company

And who
Allen

know

the settlement

together

buying

Morabito do you
that recall telling that

22 23 24 25

something

together
or did

The
thought pay
this

Mr Hayden

that

you

Was

this

justlalk

you

follow

up
yoke or

the

Pricewaterhouse

would

Talk only

Corani

$20
told

million

or

so
be

You
it

say jokingly
that

What

mean was

it

was

Richard

Itwould

somewhere

25

something

Page
111

18

Pago2O
It

between
All settled

zeroand $20
right

million

was

over lunch never
really

and pursued
that

drink.-

We
to

talked

about

12

And

you

believe between

that

it

in fact

it

But

we

it

because

had
of

the

forsomewhere

those

two
ioi

issue

with

Yes Okay Md Mr Hayden
On
from 19 on the the attorney what

my daughter

had

take care

and

it

wouldntallowmetowork
Approximately

was

the basIs

for

your statement

when was

this

l6t

to

Summer
Information
that

of98
that of

had

received prosecuted the

And
full-time

at

time

you

were

still

the

CEO

of

the attorneys

whohad

CEO

Coram Mr

Caremart Did
did

case
that

Yes
your view throughout
for that

iJ
ns

remain
of

mean
ever

uo nu 12

Did you

ask

Crowley

to

be

consultant

for

your

view

the prospects

case

change

Comm
No
Okay
Health by

12 13 14
us
to settle

13
what caused yourview

Md
nowhere

Mr
that

Crowley

had

left

the Foundation

on

that

to

change

14 15 16

time

correct

ToourcurrencyoanCrowleysaldaftW
near
that

Yes
And he was Im
not sure
did

16 Ui
4101

amount and

it

was gonna

settlefor

doing

much

consulting

work

less

amount And on
youre
is

Okay
information

your

only source correct

of

1181

The
Mr
Crowley

ue

you know what
with

if

that

Mr Crowley

any

relationship

ui 20

had

Cerberus

at

20 21
22

Yes
The--when
Approximately
did

that point

No When
relationship

you

lirst

meet

Mr Crowley

1211

1985
capacity

86

did you
with

learn

that

Mr

Crowicy

had

22 23 24
Pad

Cerberus
in

And

in

what

Sometime Okay that

99

24 25

Heexcuseme_hewasthefound_the
CEO/chairman
of

Andwhathowdidyoucometolearn

Foundation Healthcare

In

Sacramento

25
--

PAULSON

HI-TECH
--

702-871-7750

Page
Cl-I-Il

17

to

Page

20

TRUSTEE1

CrowIeyAdmjnOolS4B-

A1154

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 15 of 30

Deposition

of

Don Amaral taken December
Paulson andHi-Tech

2000

Page
Either

21 Feinberg or

Page23 Dan
Orowley restructured
dollar

Steve

or

Steve

and change

toklme
3i yOu9

ldontrernemberwhlchone
you
recall

Andwhenwasthat
they
told

Do

the context

lii

which

33 there

dont

femember
arereset

the exact

date

for

them

But The

was

pace
price

date
ki

based upon
here

Two

separate

contexts

Dan

over

phone

151

average

ten

days

share

indicating

conversation
133

Aswejustchattedaboutwhattheheckwas
healthcare

Okay
ExhIbit

gonna on
work
for

in

Hs he
Feinberg

ByinhereyoumeaninsIdereinbeeg

said as

he was
had

doing

same
18

17
Thats con-eeL Allright

Feinberg

And

talked to him

aboutleavinglheconipanybecauselwenttomyuoard

Andtherewasaflamendmenttothe Agreement
Is that

10 11

in

Octob

of

90

to

leave

and

they

asked

me.to

stay dn

110
iiii

Securities refeningto dont Lets copy
of

Exchange

what

-youre

foranotherpixmonthsandhesaidit--onceldid
leave
if

ev

wanted

to

be

consultant Crowleys
just

could helping

have him

121
13

know
see
if

133

relationship

somewhat
his

like

can

pull

that

out

Do

you

have

i1 US 16 17 18 19 20 21 22 23 24 25

turn around Did

problem

conlpanies

111

it This
if

he discuss

how

you

would

be compensated

ill
16

MS HARMON

one

You

can

mark

this
it

Nothing

otherthan
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Page

24

702-871-7-750

PAULSON
-CH-11

HITECH

TRUSTEE

--

CrowleyAdminOol 649

A1155

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 16 of 30

Deposition

of

Don Amaral
Paulson and

taken

December

2000

ns

Hi-Tech

Page
lii

33 misrepresented
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CH-11

TRUSTEE

CrwleyAdminOOlfi52

A1156

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 17 of 30

Deposition

of

Don Amaral taken
Paulson and

December

2000
XMAX0fi0

Hi-Tech

Page

37
in

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Page

37 to Page

40

702-871-7750

PAULSON

HI-TECH

crowleYMI1mn

A1157

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 18 of 30

Deposition

of

Don Amaral taken December
Paulson and Hi-Tech

2000

tli3
Page
51

Page
111

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Cl-I-Il

TRUSTEE

CrowIeyAdminOOj656

A1158

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 19 of 30

Deposition

of

Don Amaral taken December
PaulsOn and Hi-Tech

OOO
xislel

Page
411

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many

Board

21
okay
4224

meetIngs appreciate dont-believe from that sir

And
of

to

help

between

Mr Harwood

you
that

23 un 25

24 25 /1/

my

review

the minutes

there

and

the

deponent

were any

meetings

between

July 19th

and

July 31st

Okay

PAULSON

UI-TECH
--

702-871-7750

Page
CH--Ii

81

to

Page

84

TRUSTEE

CrowIeyAdminOOlGG4

A1159

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 20 of 30

Deposition
BOA

of

Don Amaral taken December
Paulson and
Hi-Tech

2000

Page109

Pagolil

MELLOW Onwhatbasls MR HMIWOOD On the
about ii

42 basis
that

youre

asking

PAGE

CERTIFICATEOFDEPONENT REJSON UNE CHANGE

MR
attorney

work

product

and

legal

strategy by your side as

________________________________
---

Hes been
witness

Identified

witness

on

their

list

cant

imagine

what

what

strategy

isbeing

revealed

________________________________________ and hes

MR.HARWOOD
03 oi right witness mind
at

SothenlhasallyouneedtO he% on
our
flst

Other than

potential

10

__________________________________________

TotheextenttoWhithWemayhaveCtlangedOUr some
point
Urn Urn

10
cli

not

gonna

letyou

get

into

thai

uz
113
that

not asking what MR LOW MR 1-IAFIW000 lfandwhenwemakeadeclslori
hell

______________________________
14 DON AMARAL 15 16
if

deponent penalty
to of

herein

do

hereby
within in

ceilily

show

14 15 16 17
-L

MR MR

up well make sure and let yOU know LOW No no asking what his plans are
Im

and

declare

under

perjury the deposition

and

foregoing action

transcription

be

my

said
affix

FIARWOOD

Whether

he

would

be

that
to

available

have read

corrected

and do

hereby

my
ti-i
if

signature

said deposition

wewanthimtotestify

MR LOW
wanted MEL Im

No

didnt whether

say anything he plans he
to

he

10 DON AMARAL 19 20
Today no STAlE Deponent

10
119

asking

attend

HARWOOD

Whether

plans

OF

20 21 22 23 14 21 BY

THE WITNESS

ThaVs

simple

answer

MR LOW
Okay Thats Okay YoumighthavetophonemyWifetOseeifitS The
correct but
that is

21 22
not your
final

COUNTY OF______________
Subscribed to before

me

Ibis

day

of

answer

ans0wom 23 24

NOTARYPUBUC
25

Page in

110

Pegell2

okay
Tberearenohighercourtsthanthai
pretty

Thatlm

REPORTERS STATEOFNEVADA COUNTY OF CLARK
Rene Zabin County
State

CERT1FIOATE

sure

MR LOW
iS Think thats
all

To Ms Harmon
have Thank
have you

Anything very

else
sir
this

Than
Felicia

duly
of

commissioned

Notary hereby
certify

much

Public

Clark

Nevada
of

do

MR HARWOOD
Thereupon

no

questions-at

time
ii

ThatI

reported

the deposition Friday

DON AMARAL
2000
at

the depositIon

commencing 9OOts.m
That
prior

on

December

the hour of

coneludedatl-124a.m

to

being

deposed

the witness

was

by

me
and

10
111

10
i11

dulyswomtotestifytothetrtith transcnbed
that

Thatttherealter notes
Is into

my

said shorthand
transcript

typewriting true notes

12

12 13
iii

the typewritten
transcription certify of

complete
shorthand
relative

and

acctxate
further

of

my said
not
of

that

lam
to

or nor.a
relative

14
--

--

ii 76 17 19 ii 20 21 22 23 24 25

15 U6 10 19 20 21 22 23 24 25

employee

counsel

any

the

parties
in

oremptoyeetothe

parties involved

said action

flora

peisonfinanciallyinterestedintheaCtiOtl

UNWlTNESSWHEREOF.UhaVesetniYha8dd3bedmY
official

seal

in

ofNevada.this

my office in the County _____dayof_

of

Clark

State

2000

FEUCIARENEZABIN CCR No 47

APR

Page

109 to-Page

-112

702-8717750

PAULSON/Hi-TECH
CU-Il

TRUSTEEI

CrowIeyAdm0016l

A1160

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 21 of 30

IN

THE FOR

UNITED THE

STATES

BANKRUPTCY
OF

COURT

DISTRICT

DELAWARE

In

the

matter

of

CORAM HEALTHCARE and CORAM INC

CORP

Case No 00-3299 Through 00-3300

MFW

Debtors

Bankruptcy

Courtroom

Room No Sixth Floor Marine Midland Plaza 824 Market Street Mall

Wilmington

Delaware

Friday December 15

2000

907

a.m

BEFORE

THE HONORABLE United States

MARY

WALRATH
Judge

Bankruptcy

TRANSCRIPT

OF

PROCEEDINGS

1330

King

WILCOX FETZER Street Wilmington 302 655-0477

Delaware

19801

WILCOX
Registered

FETZER
Professional

LTD
tiers

coPr

Re

A1161

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 22 of 30

Crowley

Cross

Look

at

page Exhibit into
it

That

document
the

Im

sorry being
agreement that you

Debtors
you

Thats
with till

employment
as of

entered

Cerberus

August

1st

but

didnt

execute

November

Right

Yes
And the handshake

this
deal

as

think had

you

testified reflected
made back in July with

that

been

Mr

Feinberg
said

Right
generally
signed
it

did
Exhibit

10 11
12

And

you

Debtors

Yes Look

did please
at

paragraph 2.5

which

says

13 14 15 16 17 18 19 20 21 22 23 24

Duties
Does
of

Your

Honor

have

this

contract

Kind

hard

to

read
THE

COURT

have

it

BY

MR

LEVY
Under

Duties

would you

read

the

first

two

sentences

sir Executive
will have such duties
as

are

assigned or

or

delegated

to

the

executive

by the general

partner

Stephen

Feinberg
Next

sentence
executive will devote his entire business

The

WILCOX
RegJsered

FETZER
Professonal

LTD

Reporters

A1162

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 23 of 30

Crowley

Cross

20

time attention
business
of

skill
employer

and or

energy any

exclusively to the
company or

the
--

portfolio

companies

Companies
by the

as

to

which

the

executive

is

assigned

employer
Thank We can

you
agree that
-you

are

the

executive.-

They

use the

word

executive me
the
is

Thats
10 11 12
13

And

that

company the

is

Cerberus

Right

Cerberus
Is

company

the

company

Yes
Back
to

14

my

question
you had later

Ill

try

and

ask

it

15 16 17 18 19 20 21

better

As

of

August

verbal

agreement
in

handshake
Exhibit time
to

with

Cerberus

generally reflected
to

D-1which

required you
as of

devote you an had

all

of

your

Cerberus and
with
Is

August you

consulting

agreement

Coram

that

paid

additional

$40000

month

that

correct
in September that paid me had

believe agreement
is

consulting

22
23 24

with

Coram

$40000

month

That

correct
The board
of

directors

of

Coram

at

that

time

WILCOX
Regi5tered

FETZER
Professional

LTD

Reporters

A1163

Case 1:04-cv-01565-SLR

Document 126-6
Cross

Filed 04/17/2007

Page 24 of 30
21

rowley

didnt know
month from

did

they

that

you were

getting $80000

Cerberus
have no

idea
never made any attempt
to

You

certainly

disclose

it

did

you
dont
But you know that was

asked

didnt
know
in

volunteer
was or

it
asked
was not an or been

dont
employee
10 11 12 13 14 is 16 17 18 19 20 21 22 23 24 of of

that August

Coram had

September or
Why would

October have

November asked
You

my own

company

were

getting

$40000

month

from

Coram

werent

you
was hired
as

consultant
to consult told the

by
at

the his

CEO

and

president

of In

the

company you were

pleasure
of

fact
you

never

board

directors from

Coram

that

getting

$80000

month

Cerberus did you
If

had

been you

asked became

would
an

have

told you

them
never

Even told

after

employee

them
The board which
of

directors

knew that

had

other with

activities

Cerberus

___ ___
included my business
In

relationship

It

was

much

discussed

fact

my employment

WILCOX
Registered

FETZER

LTD

Professloa1

Reporters

A1164

Case 1:04-cv-01565-SLR

Document 126-6
Crowley

Filed 04/17/2007

Page 25 of 30
22

Cross

agreement

specifically that
It It

states other

that

have

other that
is

interests

have was was much much

activities

permitted directors activities
But
it

discussed by the
discussed that

independent had other

My
all

relationship with
of

Cerberus call much

was

known

this

what

you

discussion

was

never

disclosed

that plus

you

were

getting nearly
from

million

dollars

year

upside

Cerberus was

it
10 11
12

Again
from They ask the

have
I-lad

not
it It

withheld

then

or

now have
if

anything said

board
ask

been

asked
occur

would to me

it

didnt

me

didnt

they

didnt

13

me
During this

14
15

period
you were

this period
spending

being deal
of

beginning time
on

in

August

great

16 17
18

Corams work
was

werent
some

you
time on

spending Some

Corams work

in

August

of

1999
And

time yes
of

19 20 21 22 23 24

after
15

November
hours

1999 on

you

were

spending

days

week
was

day

Coram
So

werent
after
it

you

hired

November 30th
of

November that and level

engaged
of

in

the

business

Coram that

and
it

gave

attention

that

believed

deserved

could

WILCOX
Registered

FETZER
Professional

LTD

Reporters

A1165

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 26 of 30
124

CERTIFICATE
STATE OF

DELAWARE

NEW

CASTLE

COUNTY

Kimberly Hurley Registered and Notary Public do hereby Reporter the foregoing to 124 record pages of my is true and accurate transcript inclusive notes taken on Friday December 15 2000 stenographic the United States the above-captioned matter before the District of Delaware Bankruptcy Court for professional certify that
10 11 12
13

in

hand

and

seal

WITNESS have WHEREOF this 17th day of December
IN

hereunto

set my

2000

at

Wilmington

14

Kimberly
15 16 17 18 19 20 21 22

Hurley

24
23
WILCOX
Registered

FETZER
ProIesslonai

LTD

Reporters

A1166

Case 1:04-cv-01565-SLR

Document 126-6

Filed 04/17/2007

Page 27 of 30

In The Matter IN

Of

RE CORAM HEALTHCARE CORP
and

CORAM

INC

DONALD AMARAL
December 20 2000

MANHATTAN REPORTING CORP
420 LexingtOn 4venue

New

York

NY
FAX

10170

212

557-7400

212
62 Pages

692-9171

Original

File

122000DA.7X7
File

Mtn-U-Scrpi

ID 1490923494

Word Index

included

with this Min-U-Script

A1167

Case 1:04-cv-01565-SLR
RE CORAM IIEALThCARE CORP CORAM INC

Document 126-6

Filed 04/17/2007

Page 28 of 30
DONALD

IN

AMRAL

and

December 20 2000
Page Pago2 APPEARANCES

II

UNITEDSTATESBANKRUPTCYCOURT
DISTRICT

OF DELAWARE
MICHAEL -X
31

HA51W000 FRIEDMAN

ESQUIRE ESQUIRE
Torres via telephone

DAVID

KaSowIIz
IN

Benson

Friedman

LIP

RE CORAM HEALTHCARE
INC
00-3299

COFP
Case

JoinIt

adednfstered

163

Broadway

andCORAM
sj

Nos
sj

Nowyork

New

York

10019-6799

MFW and 00-3300 MFW

212
On

657-7400
of

behalf

Coram

Heallhcare

and

the

16

63

Deponerl

____________________________

ThEODORE
AIthelmor

LOW

ESQuIRE Gray

PA
Drive

10 South Washer
191

DEPOSITION

OF

DONALD

MARAL
91

Chtcogo

IllInois

60606.7482

10 DATE
till

312715-4646

Decerrer

202000
Ito

Qn

behalf

of Oltlcbl

Equity

Committee

12

TIME

lOOOaJn.lollI0a.m
lii

JOHN1IEUWIERTHESOUIREviatelephone WeitGotshaiManges 767 5thAvenue

LOCATION
1141

Room

8028

12 13

New

York

NeW

York

10153

ObndoFIodda 15 16 REPORTEDDY
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1171

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14 IS 16

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1201

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Ito 201 211 122

-21
22J

23 24 25

I.

23 24

MANHA1TAN

RJ3PORTJNG

CORP

Mm-U-Script

Page

1-

Page

A1168

Case 1:04-cv-01565-SLR
IN

Document 126-6

Filed 04/17/2007

Page 29 of 30
DONALD

and

RE COIAM IIEALThCARE CORP CORAM INC
Page

AMMM

December 20 2000

Pago
ij

ij

No
At the time
that

And

in

continuing

with

the

question
this

you were having

the

aj

QUESTION ANSWER
QUESTION

Rave you ever seen
sir

pj

negotiations

with

Mr Crowicy had
bad with

you seen

copy of

document before

4j

any

contract

he may have

Cerberus

No
Were you aware
of
its

sj

No
In

lhctat anytime
in this

prior to the deposition

contents of

pj

you gave

action

had you ever seen any copy
had with

ANSWER No
QUESTION
gj

8J

any contmct

Mr Crowley

Cerberus

Were you aware
fact had been

that

No
110

Mr Crowley in
to

employed

Did
that

you ever ask Mr.Crowley

or

copy of

tio

be
to

full-time

employee

of Ccrberus
to

jiij

contract
LIII

i2 13
1141

ANo
In fact did

prior

the time he

went

work

for

Coram
you know
in at

the time

whether he

ANSWER
Do you Yes

No
BY

had any

CoflttuCt

writing
isj

MR HARWOOD
testimony

ii.si

No
And even through you ever have
any Sense the time of
that
lii

recall

that

IC
uj
iej

up

to

today

did With

16
1171

Yolit diSCUSSiOnS

And when
you had chance and

you answered
to

those questions had
contract

Mt

Crowley

regarding he

his

employment with way
less

Comm

or
css

read the

between

Cerberus
120

that his

was

in

any

than

candid

with

191

Mt

Crowley

Cerberus

yOU

about

relationship

with Cerberus
211

No
Whenyon were Mr Lows
Crowley between answering
assertion

No
And
gej

those questions
that

did

did

you ever have

any impression
to

that his

he

mi you accept 23

the

contract that

ever misrepresented
relationship

anything

you about

Mr

and

Cerbenis

provided

1241

with

Cerberus
1251

Mr
trUe

Crowley

was

full-time

employee

of Cerberus

as

1251

No
PageR

representation
Page

10

ii

Okay.Now

in

connection

with that

do you
of

III

Yes

had

no other reason
telling
tell

to believe

that

remember being deposed
aj

in this case

couple

weeks

Mr Low wasnt

mc

the

facts facts

ago

on December Yes And
that

8th

41

MR LOW did MR HARWOOD
was taken by

him the
you

Well

told

him the

facts

as

deposition
equity

Mr Low

as
sj

you understood

them
told

counsel
p1

for

the

committee

IS

MR LOW
the contract

hirethe

facts

as stated

in

Yes
ii

ioi

And do you

recall

during

that

deposition

191

BY

MR HARWOOD
on
in the

Mr Low
IS
iij

asked

you

some questions about

Mr Crowleys
that

191

Do Im

you

recall so

later

deposition
line

and

relationship

with Cetherus

Do

you

recall

IS

turning

now

page

52 beginning

18 and

AYes
Im
attention just

againquestioningbyMr.Low going
10

12
1131

bring back
that

to

your
that

ij
isj

QUESTiON

Okay.The
at that

Did

some testimony
referring

was given during
to

Mr

Fcinberg
that

or any other time

14
ISJ

deposition.lm
the deposition

specifically at line

page

38 of
1141

disclose full-time

Mr

Crowley

was
being year
to that to in

beginning
It

12.These

are

IS

employee
to

of Cerberus
dollars

161

questions

by Mr Low
Let

says you.sir
as
is

paid

close

million

II
1151

QUESTION
has been

me show
marked

what

This

was

just for

context

referring

previously Exhibit as as

Feinberg
in fact

ej or any other time
1191

specifically

referring

1191

Deposition been
contract

which
an

conversation 1999 during

you had
negotiations

with
of

Mr

Eeinberg Crowleys

November
contract

of

120

identified

employment

Mr

effecthe

ofAugust

11999
to

21

mi mi
1241

in

which Mr Crowley
employee

was hired

be

MR NEUWIERTH MR HARWOOD
18
MR.

And Yes

the

page Michael
page

deposition

52

line

full-time

of Cerberus Object
to

251

MR HAR WOOD MR LOWThats

the

form
says
251

NELJWIERTH

Thank

you

what the

contract

MR

1-1ARW000 Continuing with

MANIIA1TAN

1UIPORIING CORP

Mm-U-Script

Page

7-Page

10

A1169

Case 1:04-cv-01565-SLR
DONALD

Document 126-6

Filed 04/17/2007
IN

Page 30 of 30
CORP

5J
Page 59
Accurale Orlando

RE CORAM

HEAL1IICARE and

December 20 2000

CORAM INC

Paga61
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20.2000

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22
1271

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DONALD

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20.2000
Is

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113

cause

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171

CERTIFICATE
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havO

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131

STATEOFFWRIDA COUNTY OF ORANGE

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DATED

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20th

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2000

f18

Sincerely

P21

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HEIDI

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Page

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18

Min-IJ-Scriptda

MANHATIAN REPORTING

CORP

A1170