Free Appendix - District Court of Delaware - Delaware

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 1 of 30

LI

No

Rate

Changes

II U.S.C
will

t29aj
mica

Alter

conflmition

of

the

Plan

Reorganized

Conmia

businesses

not invtve

established

or

appanved

by1

or

otherwise

subject

to any

govenirnental

regutatoxy

commission

Thus

Section

129aX6

of

the

Bankruptcy

Code

is

not

applicable

in the

Bankruptcy

Cases

or with

respect

to the

Plan

12

tlnlerustsofCredjtorg

11

U.S.C

1129aY7fl Thclansa1iaIes

Section

1129a7
has accepted

ftheflankniptey

Coda

Each

holder

of

an.inipaired

Claim

or Equity

Interest

either

the

Man

o1 will receive

or retain

widet

the

Plan

on

aceount

of

such

Claim

or Equity

Interest

proerty

ota

values as

of

the

Eftcetivc

Dates

that

is

not

less

than

the

amount

flint

such

holder

would

receive

or retain

WtheDthtors

were

Uquf

dated

under Chapter

7oftheflankwptcy

Code on such

date

13

Acceptance

by

Certain

Cases Il-U.S.C
of-the Plan are Classes

l2a
1126f
of

Classes

Priority

Non-Tax Claim and

Secwnd

Claim

of unimpaired

Claims

that are

conclusively

presumed

to

have

accepted

he

Plan

under

Section

the

Bankruptcy

Code

Classes

GneraI

Unsecured

Claims and

Coram Preferred
of
the

Stock

voted

to accept

the

Plan

in

accordance with

Sections

1126o

and

Bankruptcy

Code

Class

Coram Equity
therefore
is

Intoresla

is

not

entitled

to receive

or retain

any

prapcrty

under

the

Plan

and

deemed

to

have

rejected

the Fl50

pursuant

to

Section

I26

of

the

Bankruptcy

Code

Class

CHC

Equity

Interests

voted

to

reject the

Plan

Although

Section

129aX8
the

has

not

been

satisfied

wlthuspcctto

Classes

5and

he

Plan

is

conffrmablcbecause

Plan

stisfiea

Section

1129b

of the Hankniptcy

Code

with

respect

to

such

rcjecthig

Classes

14

Treatment

qf

Adu

inistrativc

Pi-icrity

Claims

11

tJ.S.C

l29a9
and of

The

treatment

of

Mniinisfrntiye

Claims and

Priority

Claims pursuant

to Articles

the Plan

satisfies

the

requireancuts

of

Sections

129a9A

and

of

the

Bankruptcy

Code

and

lie

H-IUAT

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Page 2 of 30

lmatrnentofPdoiityTax

Claims

put503ntto

Article

of

the Plan

satisfies

th

tequ

nieiits

Section

129aX9XC
15

of

the

ankniptoy

Code

U29aj.Q1
the Debtors that
is

AilcastoneClassof

Claims

against

impaired under

the

Pints

has

accepted

the

Plan

dctemtined

without

including

any

accepianee

of

the

Plan by any

intider

his

satisfying the

snquircments

of

Section

129a10
16

ofthe aPkruptoy

Coda

Foaibility11

U.S.C

ll29ajj
for thither

ConflmiaiionofthePhui

Isnotlikelytobe

followed by

the liquidation

or the

need

financial

reortianizatioll

of Roorganirad

Corarn

thus satisfying

the

tequhiemente

of

Section

129a1

of

the

Bankruptcy

Code

17

yflentpfPeeS

11

U.S.C

ii

1129a12
paid or will

AU
be

fees

paya

hounder

Section

1930

of

title

28 of

the United

States

Code have been

paid

pursuant

to Article

13.2c.of

the

Plan on or

before

the

Effective

Date

18

Continualion

of

Retiree

Benefits

11

U.S.C

ii

129afl3
Code
paynicets

Jutlole

5.12

of

the

Plan

provkles

that pursuant

to Section

14

of

the

Bankruptcy

if aity

due

to

any

person

for the

pmposc

of

providing

or ieimbursing

payments

for

ietlnxl

employees

and

their

spouses and

dependents

for ntcdiaal

surgical

or hospital

care

benefits

benefits

in the

event

of

sickness

uccidant

disability

or death

under any

jilati

fund

or

program

ththugls

the

purchase

of

hisuinnee

or otherwise

rnamtsined

or cstabflsbed

in

whole or

inpasi

by

the

Debtors

prior to the

Petition

Ite

shall

be.continued

for the duration

of

the period

ibe

Debtors

have

obligated

themselves

to provide

such

bcneflt

provided

however

that

Reorganized Corani

retains

any

right

to

modify any and

all

such plans

funds

and

pmgr.lnls

in accordance

with

the

tctms

thereof

Thus

the

requirements

of

Section

1129uXl3

of

the

Bankruptcy

Code

are satisfied

19

Pair

and Uouitable

No

1.JnlhfrDiscrimination

II U.S.C

1129b
the

Class

is

deemed

to

havo

rejected

the

Plan

sI

Class

voted

to reject the

Plan

collectively

lI1UATA

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Page 3 of 30

ec1ig

Classes The

Phin does

nut

discriminate

unthilly

nd

is fair

and

cquitablo

with

ispect

to the Rejecting

Classes

as

required

by

Section

129bXl

and

of

the

Bankruptcy

Code

Upon
the

confinnation

and

the

occaimnen

of

the

Bftkcdve

Date

the

Plan

shall

be

binding

upon

members

ortho

Rejecting

Classes

20
Plan
is

Principal

Purpose pf

the

Planf

11

U.S.C

t29dI

The

principal

purpose

of

the

not

the avoidance

of

taxes

or the

avoidance

of

the

application

of

Section

of

the

Secw-ities

Act of 1933

as

amended

21
Scdond

Madilieatinns

to the

Plan

The

mdfflcations

ottheAzneuded

Plan

set

forth in the

Amended

Plait

and

the

Plan

Modification

cuntituto

technical

changes

and/ar

changes

with

respect

to

particular

Claims and

Equity

Interests

adversely

affected

thereby by areemcnt

with and

the consent

of.the

holders

oLanch

Claims and

P.quity Int4resLs

and do

itot

nuderWty

adracly

affect

rchmge

the

Ircatinent

of any

other

Claims

or Equity

Interests

Accordingly

pursuant

to

Bankruptcy

Rule

3019

these

modifications

do not

require

additional

diclosun

under

Section

112$ of

the

Banktuptcy

Code

orresolicitatlon

of

votes

under

Section

1126 of

the

Bankruptcy

Code

nor

do they

require

that holders

of Claims

or Equity

Iitteeests

be

afThnled

ne

opportunity

to

change

previously

cast

acceptances

or rejectionS

of

the

Amended

Plan

22
Bankruptcy

iooi

lpith

5olioitÆtion

11 U.S.C
Cases
the

125e
the

Based

on

the

recent

before

the

Court

in

these

Bankruptcy

Trustee

Dabtors

AlixPariners

LLC

any

Disbursing

Agent

the

Notholden

the

Equity Committee

and

their

respective

members

oflicere

diecetors

employees

agent

coonsel

or other

profbssionsls

have

acted

in

good

faith

within

Iha

meaning

of

Section

l25
Code

oLthe Bankruptcy

Code

In

compliance

with

di

applicable

provisions

of the

Bankruptcy

and

the

Bunkntptoy

Rules

in

cotmeetlon

with

all

their

respective

activities

described

in

Section

11

of

the

Bankruptcy

Code

and

are

entitled

to the

protections

aflbrded

by Section

1125e

the

Bankruptcy

Code

nd

the

cxculpation

pruvisions

rHOrA

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set

xth
the

in

Article

of

the

Second

Aniceded

Plan

as

modified

in

confinniity

with

the

Opinion

by

Plan Modification

23

Assunition

of

Executory

Contracts

and Unexpired

Leases

Ailicle

11

of

the Plan

governing

the

assumption

and

rejection

of

cxecutosy

coithnct

and

unexpired

leasea

satisfies

the

reruiitinents

of

Sections

365a
unexpired

and

of

the

Bankniptoy

Code

The assumption

of

those

executoty

Dontiacts

and

leases

to

be assumed

in accordance

with

the

Plan

is

in the beat

interest

oLthe Debtors

their estates

Reonjanized

Comm

and

all

parties

in

interest

in the

liankiuptoy

Cases

The assiptment
which

to

Reoqanized

Conan of

those

assumed

executoly

Contracts

and

unexpired

leases

to

the

Debtors

arc

paTty

and of any

execuloly

COrItracta

alid

unexpired

leases

horetofom

assumed

by

the

Debtors

dining

the

Bankruptcy

Cases

La

In the

beat

interest

of

the

Debtors

their estates

1eorgwiizcd

Corarn

and-all parties in interest

irt

the

flankmptey

Cases

The Plan and

this

Confirmation Order each

adequately

piuvides

for the

timely

payment

ofenre amounts

if

any

in

Cash

in accordance

withSectlon

365b1

of

the

l3ankruplcy

Code

24

jctiQn
leases

of Executory

Contracts

and

UnexIred

Leases

The

executoiy

contracts

or

unaxphed

of

the

Debtors

listed

in the Plait

Supplemeites

all

executory

contracts

and

unecpit.ed

leases

to

be

rejected

arc

bwnscnne and
and
in

as

such

the

rejection

thcveotis

in

the

best

interest

the

Debtors

their

cs1ate

all

parties

interest

in

the

Bankruptcy

Cases

25

SubstantIve

Consolithtin

No
the

crediter

ofany

of

the

Debtors

will

be

prejudiced

by

the

limited

substantive

consolidation

of

Bankruptcy

Cases

solaly

for

Plan purposes

such

substantive

consolidation

will benefit

all

cruditcira

of

the

Debtors

26

Bijet Settlement

For

the

reasons

and

based

upon

th

findings

and

concJuslons

set foith

in

the

Opinion

the

coinpremise

and

settlement

between

thu Thistee

and

R-Not

10

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Page 5 of 30

incorporated

in the

Plr ia

hereby

appsuved

pursuant

to

Banknqtoy

Riil

9O1

and

is

binding

upon

all

entiiies

aflcetcd

thereby

27
conduelons

The

Plan

FundiuAj
Opinioi
the

For

he

rcaaona

anI based

upon

the findings

and

set

forth

in

thc

compmmise

and

settlancat

between

th Trustee

and

the

Noteholders

that

is

incorporated

intho

Plan

is

hereby approved and

is

bindin8

upon

all

entities

affected

ther
28
Sstisthction

Of

Confirmation

leqjnieras

As pnvlded

herein

and

in the

Opidorr

the

Plan

satisfies

the requfrements

lbr continuation

act forth

in Section

1120

of

the

Bankmploy Code

29
over the matters

ntionQfJLffi5di
set forth in

Afticl

11

of

the Plan.and

Seation

1142

of

the

Banksuptcy

Code

DECREES

NOW
THAT
30
modified

THBREFORI

rrIS

HEREBY

ORIEREI AIJUDUED

AND

DECRIIED

nfimao
the Plan

The

Plan

which

contista

of

the

Second

Ainendcj

Plan

as

by

Modification

is

approved and

confirmed

under

Section

1129 of

the

HtontcCJoj
an in1em1

The terms of

the

Plan

and

the

Opinion

are

incorporated

by

reference

into

and

arc

part

of this

Confirmation

Onica

31
Plan reflected

Technical

4inendmente

Thernodifications

and

arnendtyjefltstolheAmenjled

iii

the

Second

Amended

Plan

and Plan Mudificajio

ineet

the requiretncÆts

of

3eotions

1127

of

the

Bankruptcy

Code such

niodificutiuns

do

not

adversely

change

the

treatment

of any

Creditor

or any

qui1y

Interest

of which

the

holder

has

not

consented

thereto

and thueno

liuther solicitation

or voting

is

requirerl

11

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.1
32

____
in

Obiections

Certain

ofdieoiections

to

he

Plan

by

the

equity

Committee

are

addressed

the

Opinion

All

oilier

objections

that

have

not

been

withdrawn

waivcd

or settled

and

all

reservations

of

iiglns

pertaining

to

afirmation

otthc

Plan

included

threln

are

overmied

on

thc merits

33
amendments

PLan

Supnjement

The docimient

contained

in

the

Plan

Stipplement

and any

niodilleations

and

supplements

theretn

am

incotporated

by

ference

Into

and

are

an

intagmi

part

of

the

Plan

all

documents

and

agreements

rltcd themto

or

to

consunimalion

and

imphanentafion

of

the

Plan and

the cxccution

delivery

and porthu

moo

thcreofby

Reorgani7ed

Corani

are

authorized

and approved

Without

need

for further

onler

or

authorization

ofthc

Banirniptey

Court

the

Thmtee

the lebtuts

turd

Reorganized

Coram

arc

each

authorized

and empowered

tomake any and
do

all

modificafiorrn

to

any and

all

documents

included

as part

of

the

Plan

Supplement

that

not

materially

modify

the terms

of

such

documenia

and

ore

counisteet

with

the

Plan

3d
authorized

RastsuatuiingTransaGflons

The Trustee

the Debtors

dRnarganizedCorani

arc

to lake

all

steps

and

to

execute

and

deliver

all

docunients

necessary

to

implement

and

effectuate

the Plan

and

flue

transactions

contemplated

by

the

Plan

35

flan

Classification

Cotrtniuing

ThficatiansofCimaandiiqiity made under

Interests

lbrpurposas of

the Distributins

to

be

the

Plan

shall

be governed

solely

by

the

terms

of

the

Plan

11iC

classifications

sot

forth

on

the Ballots

tendered

to

or

nrhuned by

the

Debtors

creditors

and

oily seomily

holders

in connection

with

voting

on

the

Amended

Plan

wem
not

sat forth

on

tire

Ballots

solely

for purposes

of

voting

to

accept

or

reject

the

Plan

do

necessarily

represent

and

in

no

event

shall

be deemed

to

modify or

otherwise

affect

11i

actual

classMcatioo

of such

Claims and

liqulty

Interests

under

the

Plan

for disliibatln

purposes

and

halI not be

binding

on

the

Debtors

or Reottartized

Conan

12

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Page 7 of 30

36

Bindinn

Bifect

The

Plan

and

its

psuvlsions

shall

be

binding

upon

the

Trustee

the

Dabtora

Reorganized

Comm
the

the

Disbursing

Agent

any

entity

acquiring

or receiving

propeity

or

distribution

under

Plan and any

holder

of

Claini

against

or Equity

Interest

in the

Debtors

including

all

ovennnantsl

entities

whether

or not

the Claim

orEquiry

Interest

of

such

holder

is

impaired

under

the Plan

and whether

or not

such

holder

or entity

has

accepted

the

Plan

flanamittal

Notice

The

transmittal

and

service

of

the

Disclosure

Statement

the

Amended

Plan

the

Ballots

the

Solicitation

Onler and

the

Confirmation

Hearing Notice

arc

hereby

appmvcd 38

The

publication

of

the

Confirmation

Hearing

Notice

is

hereby

appraverL

Vesting ofAssetslt

U.S.C

l4lb
5.9

Except

as otherwise

specifically

provided

in the Plan7

in accordance

with

Article

of

the

Plan upon

the Effective

Date

title

to

all

assets

and

pnipeily

of

the

Debtors

cstatcs

including

the

Debtors

equity

and

other

interests

in

non-debtor

affiliates

of

the

Debtors

shall pass

to

and

revcst

in

Reorganized Caress

free

and

clear

of

all

Claims

Equity

Interests

liens

and

otheriights

of

creditors

orholders

of Equity

lnterest

arising

before

the Effective

Date

On and

after

the Effective

Date

Reorganized

Corrun

may opemta

its

business

and

may use

acquire

and

dlsposc

of

Its

pmperty

fice

at any

restrictions

of

the

Bankruptcy

Code

Bankruptcy

Ithies

or the

Bankruptcy

Court

except

us otheawlae

specifically

psuvided

in tho

Plan

Dirsalution

of

CH1
may be

Consistent

with

Article

5.1

of

the

Plan on

tho Effective

Date

or as

soon

thereafter

as

reasonably

practicable

the Trustee

shall

cause

CHC

to

be

dissolved

as

corporation

under

the

laws

of

Ihe State

of Delaware

without

the taking

of any

fUrther

action

by

the stcicldioldenr

officers

and

directors

of Cl-IC

40

Anstunptfon

ofl3xecutorv

Contracts

and Unexpired

Leases

11 U.s
of

lit

365 and

Pursuant

to Article

of

the Plan

and

Sections

365a

and

l232
late

the

Bankruptcy

Code

the Trustee

is

authorized

to

assume

as

of

the Effective

those

executory

13

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contrets

or unexpired

leases

to

which

the

Debtom

arc

pailies

unless

such

contract

or lease

was

previously

asum4
on
list

or rejected

ii prev10uly

expired

or temilnated

pmsuant

to

its

own

tenna

or

fd
to

of

oxdoutory

contracts

to

10

rejected

contained

us the

Plan

Supplerneni

Pursuant

Section

365f

and

123jX2of

the

t3ankniptcy

Code

and

in

accordance with

Micle

ot the

Plan

tho

Tmstee

is

authoiized

to

assign

to

Reorganized

Comm
leases

and Reorganized

Coram

Is

authorized

to

assume

any

execufoxy

contracts

and

unexpired

tO

which

C1C

is

pasty

and which has 41

not

bccn

rejected

Cure Amounts

In

Connoctio

with

Aasunwlion

With

tuspeotto

can

executoty

contract

or unexpired

lease

assumed

by

the Ttustce

or the

Debtors1

any monctaiy

amounts

required

as cure

payments

shall

be

satisfied

by

Rcorganlaed

Conims payment

of

the cure

amowit

Cash on

the Etrectivo

Date

ot

upbn

uohther

terms

the

Bankruptcy

Court

may

order

or

the

parties to

such

executoly

cantract

or unexpired

lasso

otherwise

nay agree

in the event

of

dispute

regarding

whether

default

exists

under

the executory

contract

or unexpired

lease

or

the

wnouni of any

ctire

payment

the

cute

of any

default

required

by

Section

65bX

of

lisa

I3anlcorptay

Code

shall

occur

after the

entry

of

Pina1

Order of

the

Bankruptcy

Court resolving

the

dispute

42

Rejection

of

flxecutory

Contracts

and Unexpired

Leases

Ii US.C 123bX2
the Lebtors

35a
of
the

pnd

jjff2
flarikruptcy

The

Trustee

is

authorized

pursuant

to Sections

65a

and

Code

In

reject

the

executory

contracts

or unexpired

leases

of

listed

irs

the

Plan Supplement

Rcorgalli7ed

Comm

shall

have ii

liability

tinder

such

rejected

ootitnscts

and

leases

except

as specifically

provided

for

in

the

ilan

43

Bar Date

for Rejection

Darnae Claims

If the

rejection

of

aliy

executory

contract

or unexpired

lease

listed

as rejected

lit

the

Plan

Supplement

results

in

damages

to

the other

pasty

or

parties

to

such

contract

or-

lease

Claim

for

such

damages

shall

be

foreverbasred

itnd

shall

14

rIIDATA

13449Qs

SL001670

All 18

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 9 of 30

not he en

ceable

against

the

Debt

Reorganizcd

Corani

or the

Debtors

estates

assets

propefties

or

intere.js

in properties

tni less

proof

of

1aim

is

ifiod

with

the l3ankiuptcy

Couil and

seived

upon

the Tiustee

on

or before

thitt

30

daya

aacr

the

Effective

Dale

44

Qpal
authorized to

Arnhorizatio

Tho

Trustee

and each of

the Debtors

and Reorganized

CAran1

are

execute

tlelivei

file

or recoed

such

coflhz5s

instrwncnta

reiea.ses

and

other

agreelneats

ord

curuents

and

take

such

aetion

niaybe

necessaiy

or

approprizte

to

effectuate1

implement

and

further

tMdence

the

teims

and

conditions

the

Plan

The Tnistee

the

Debtors

am leotaaized
authoiized

Coram and

their

reapectic

directoes

officem

membe
any

agenis

and

attorn4ys

are

and empowered

to

issue

execute

dcliver

file or record

ag1ement

document

or security

including

without

limitation

th documenla

contained

in the Plan

Supplcrnen

as

modified amended

and

plemented

in substantially

the

form

included

therein

am
Plan

to

take

any

action

nacessaxy

or

appmpriate

to

iniplctnent

efthotuate

and consummate

the

in accordance

with

its

tcnns

and

to take

any or

all

corporale

actions

authorized

to

be

taken

ptirsuant

to

the

Plan and any rekase

axmndmjit

or

rstatcinent

of any bylaws

certificates

of

ncoporaUon

or other

organization

documents

of Reorganized

Corum

whether

or not

speci1ca1iy

referred

to

in

Plan

or the

Plan

Suppletncn

without

Thxther

erderof

the

Couit

or

action

by

ho

holder

ofa Claim

against

or Equity

Interest in

eftlie

of

the

Debturs

and any or

all

sitch

doeumeuj

shall

be accqtedly

oath

of

the respective

state

fIling

ofIicn

and

recorded

in

accordance

with

applicable

state

law and

shall

become

Cftoctivc

in

accordance

with

their tornu

and

the

pnvisiuns

of

state

law

45
would

porate
otherwise

Action

On

the

lffeivc

Data

all

mattem

provided

for

under

the

Plan

that

require

appival

of

ha

stockholders

or directom

of

and/or

one

or

both of

the

Debtors

or

Reorganized

Contra or

their

successors

in interest

under

the

Plan

including

without-Jjmjtatjo

the anth

iznijo

to

issue

or esuse

to

be

issued

the Reorganized

Comm PHDTA L13QOI

1$

SL001671

Al 119

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 10 of 30

Common

Stock

the

Reorganized

Comm
of

Preference

Stock and documents

rdatiiig

thereto

the

adoption

of

the

amended

certificate

incorporation

and amended

bylaws

of Reorganized

Comm
and

and

the dissolution

of Cl IC and

the

election

Or

appointment

as

the

case

may be of
from and

directors

officers

of

the

Debtors

pursuant

to the

Plan

shall

be

in

Lull

Lbrce

and

etheot

after the

flºotive

Date

ursuaat

to Section

303 of

the

beneral

Corporation

Law of

the

State

of Delaware

without

any requirement of further

action

by

the

stockholders

or directors

of

the

Debens

the

Thmtee

or

Reorganized

Conum

On

the

Rifective

Dates

or as

soon

thercafler

as

is

reasonably

practicable

Reorgani7.ed

Comm
State of

shall

file

its-amended

certificate

of

incorporation

with

Secretary

of

State

of

the

Delaware and

the

Tnntee

shall

ftle

the

appropriate

documents

to

effectuate

the

dissolution

of

CHC

in

accordance

with

applicable

law

The

amended

certificate

of

incorporation

and bylaws

of

Reorganized

Comm
Court and

sludl

be amended

as necessary

to

atia1j the

pmvlaion

of

the

Plan and

the

Bankruptcy

shall

include

provision

prehibiting

the

tsuzmce Æf nonvoting

equity

securities

to

the extent

such

provtskm

is

required

by

Seciion

ll2.3aX6 of

the

Bankniptcy

Code

46

Rioreanizcd

Comm Management
the

On

tie Effective

Date

operation

of

Rinrgaaized

Comm
Coram

shall

become

general

responsibility

of

the

board

ofdhectors

of

Ra

nizerl

which

shall

thereafter

continue

to have

the respensililitics lbr the

inanaement

coatmi

and

operation

of Reorganized

Comm
of
all

As of

the

Hifeclive

Date

the

Notthol4lera

or their desigirecs

shall

be

the

holders

uf

the

capital

stuck

of Rsotganized

Comm
board

and

shall

consistent

with

the

roquireaients

of Delaware law

have

the

right

to

elect

the

of

directors

of Reorganized

Comm

However

as

pmvided

in

ArtIcle

5.5

of

the

Plan

Daiiiel

Crewley

shall not

be employed

or otherwise

affiliated

with

Reorganized

Comm1

or

any

subsidiary

or

affiliate

of lecrganizcd Corani

for

period

of one

year

following

the

lfibctivu

Dale

16

PHUATA

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Case 1:04-cv-01565-SLR

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Page 11 of 30

47

Aitu1MinofShamholders
Law Act
the

1orpulposes

of

Section

211 ofthc Delaware

General

Corjioustion

st annual
the

meeting

of

sharelioldern

of Reorganized

Comm

shall

be deemed

to

have

taken

plae on

Effective

DMe
of

48

Actions

by

oattized

Corain

Issuance

New

Securities

As of

the

Eflcdve

Date

ReoranIzcd

Comm

is

authorized

without

tiuther

action

under

applicable

law

regulation

nile or

ceder to

Issue

Reorganized

Comm Common
and

Stock and

the

Recrganizcd

Comm any

Prefermd

Stock

as eoritcsnplatcd

by

the Plan

ii execute

deliver

file

or record

doumcnts

and

faire

any

other

actions

as

maybe nccesary

to efFectuate

the

tcins

and

previsions

oftherlan

49

Dissolution

of Committee

As of

the

lilfective

Date

the

Creditors

Committee

and thoEquisy

Committee

shall

be

dissolved

and have

nofinthar

duties

authndty

or

reapanaibility

and

Raoraniznd

Comm

shall

not

have any

responsibility

for

fees

coi.1S

and

emm.uftha

Creditom

Committee

and

thc

Equitycommittee

its

ividuat

members

ants

professionals

incuned

on and

after

the Ccinflnnalian

Pate

50

Tli Causes ofAction

As

set forth

hi Artiole

53 of

the Plan1

the Taislee

shall

retain

the sole

and

e.xcliisivo

right

ftom and

aller the

Effective

Date

to

commecte

puasectite

compmmise

and seek

Bankruptcy

Court

approval

of any

settlement

of any of

the

Causes of

Action on behalf of

the

Debtors1

estates

proided however
released

that the Trustee

shall

not

commence

or maintain

any

action

or

cause

of action

under

Article

of

the

Plan

Reorganized

Comm

shall

be

itsponaiblo

for

peyment

of

all

Post-Effective

Date

Administrative

Claims related

to

the

Causcs

of Action

The

proceeds

of

the

Causes

of Action

if

my shall

be

distributed

as

follows

foil

to

Reorgaedzed

Comm
to

in

an amount

equal

to

the Post-Effective

Date

Adniinistrative

Claims

relating

the

Causes

of Action

ii second

to the holders

of Allowed

Genenil

Unsecured

Claims on

pro

rata

basis

in

an amount

equal

to the interest

accruing

at

the

17

PHDAi

3445O_I

SL001673

A1121

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 12 of 30

statutoryjudgmentratesel

forih in Section

1961

ofTitle28

ofthc

United

States

code

fronithe

Fedtio

Date

tiunugji

the

Effective

Dale on

account

of such AilowedGcneral

Unsecured

Claims

until

such

interest

hasbeen

paid

in

Thil and

iii third

on

apro

rata

basis

to the

holders

of

Cl-IC

Eqinty

51

ijilies Laws Excmndon

The

offering

issuance1

transfer

exehnnge

and/or

distribution

by Rewmized Coram Of shams

in

Reorganized

Cotam

are

exempt from

regisiralion

undcrthc

Securities

Actof 1933

as

amcoded andany

larstateorlocal

laws

by

reason

of

Section

1145a 52

of

the

Bankniptcy

Code

5ubsiantivu

Coolidatlen

Upon

the

occurrenceof

the

Jlffeotive

Dak

tho

Debtors

estates

shall

be deemed

subsliintively

consolidated

but

only

for the limited

purpose ol

effectuating

the

settlements

contemplated

by sod making

Distributions

to

the

holders

of Claims

and

Equity

Itfleiiests

imdcr

the

Plan

For such

limited

puiposes

on

the

l3iFeethre

Datc

all

guaranties

of

cithcr

Debtor

for the

payment

perfomiance

or

collection

of an

obligation

of

the

ether

Debtor

with

respect

to

any

class

of Claims or Equity

htsts
all

shall

be

deemed

lemitnated

and

cancelled

any

obligation

of one

ofihe

Debtors

and

guarantees

with

respect

to

any

class

of Claims

or Equity

InterestS

executed

by one of

the

flebtors

and any

joint

obligation

of

the

Debtors

and

all

multiple

Claims

against

theDebtors

on

accountofsuchjointobEgatiorisliallbo

treated

aM

allowed

only

as

single

Claim

against

the

ecnsolidated

estates

of

the

Debtors

and

each 1a1rn

flied

in

the

Chapter

11

Case of

either

of

the Debtors

shall

be deemed

filed

against

the

coiisolklated

Debtors

and

shall

be deemed

Claim

against

and

sri

obligation

of

the

consolidated

Debtors

Execpt

as set forth herein

such

substantive

consolidation

will

not

other

than

lbs

purposes

related to

listributions

to

be

made under

the

llan

affr.t the legal

entity

and

corporate

slneturea

of

either

of

the Debtors

or

Reorganized

Coram

subject

to

the

right

of

ilas

Debtors

or ReorganIzed Corani

to ctFcct

any

transaction

contemplated

by

the

Plarg

tender

rxrwr

1234450_i

SL001674

A1122

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 13 of 30

valid

and

enforceable

against

either

1ebtor any Cairn

or

Equity

Interest

under

the Plan

for

Which

it

is

otherwise

not liable

and

the

liability

of

the DebtOrs

for

any

such.Clairn

orEquity

Interestwill

not

be

affected

by

such

substantive

consolidation

othcr

than

to

extinguish

duplicate

liability

on

account

of

such

Claim and

aflbct

interests

in

any

non- debtor

afluliates

except

as

otherwise

maybe 53

requited

in connection

with

any thmsaclin

contemplated

by

the

Plan

Governmental

Approvals

Not

Rauired

This

Confinnation

Order

shall

constitute

all

approvals

and

consents

required

if any

by

the

laws

nsles

or rogulations

of any

Ia
the Plan

other

governmental

authority

with

respect

to

the implemautalion

or

consummation

of

and any documenla

inathiments

or agreements

and any amendments

or

modifications

thereto

and any

other

acts referred

to

in

or

contemplated

by

the

Plan

the

Disclosure

filateinelit

the Plan

Supplement

and any documents

instunnents

or agreements

and any amendments

or

mdfflcatlons

thereto

54

Ereninljoii

hum

Certain

Taxes

Pursuant

to

$ection

1146c

of

the

Bankruptcy

Code

any

transfer

from

the

Debtors

to

Riorganizcd

Cumin or any

other

Person

pursuant

to

the

Plan

shall

not

be

subject

to

any

recording

or

stamp tax

coiwcyarice

fcc

or

sitnhlar

tax mortgage

iecooMng

or other

similar lax

or

govenimontat

assessment

This

Confhmation

Onhor.hereby

directs

the

appropriate

state

or

local

govenmient

officers

to forego

the

cofleotion

of any

such

tax

or govemnienbi

assessment

and

it

accept

for

filing

and

iteordilig

any doOpments

without

payment

of

said

tax or

governmental

assessment

35
or

DLpntw.t

Claims

No

Distribution

shall

be

made

to the holder

of

disputed

Claim

disputed

Equity

Interest

until

such

Claim

or Equity

Interest

is

Allowed

From and

after the

Effective

Data

tho Tniatcc

shall

have

the authority

to

compromise

withdraw

or otherwite

resolve

objections

to

Claims

subject

to Barikniptoy

Court spprevaL

The

total

amount

of

the

Distribution

atlnbutablc

to

disputed

Claim

or disputed

Equity

Interest

or such

lessor

amount

as

19

rttDkTA

2344e_I

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Case 1:04-cv-01565-SLR

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Page 14 of 30

the

Bankiuptey

Court

may

dcletntino

shall

be

held

itt

reserve

fiora Plan

Funding

CSBh

by

Reo1gani7ed

Corarn pending

resolution

by

the

ukiuptey

Court

or

agreement

of

the

Thstee

or

holder

of

sudu

Claim

or Equity

Tiiterest

that

is

in dispute

Any

Dlaftibulion

shall

be

made

as

soon

as

reasonably

tacticalilc

atter the date

that

the

1ankruptcy

Court

entcrs

Final

Order

allowing

such

Claim

The ho1dcof

disputed

Claim

or disputed

Equity

hde1eat

shall

not be

entitled

to receive

or recover

any amount

in excess

of

the

amount

reserved

to

pay

such

Claim

or

Equity

Tntcwst

The

Tnisteo

may

at

any lime

request

lire

flanknxptcy

Court

to estimate

any

contingent

or iinliu1dated

elaiin

putsuant

to

Section

502c

of

the

l3ankruptcy

Code

or other

applioshle

law

56

Diaburahig

Agent

All

Distributions

under

the Plan

shall

be

made by

t.ecmanized

Comm

and

all

noncCary

distributions

shall

be

at the

direction

of

the Disbtasing

Agent

if the

sbuingAgentianindqndentthithpartydesignatedbytheThjsteotosctyoinsuob

capacity

suchiisbursirig

Agent

shall

receive

without

further

Bankniptoy

Court approval

reasonable

compensation

for services

rendered

pursuant

to

the Plan

and

reiinbutscniextt

of

reasonable

out-of-pncket

expensas

Incurred

in connection

with

such

services

by

Il.eorganized

Corarn

No Iishuisin

Agent

shalt

he

required

to give

any bond

or surety

or

other

security

for

the

perfonnance

of

its

duties

uniess

odierwim

oTdoind

by

the

Banhnxptay

Court

57

jciuitv

Intercstn

As

set

ibuthin

Arliole

of

th Plan

all

CIiC puity

Jnlerests

sisall

be deemed

cancelled

und

extinguished

as

of

the

Effective

Date

Lu

accordance

with

Article

of

the

Plan

turd as

set

forth

in

the Stipulation

the distributions

to

the

members

of

Class.6

Cl-IC

Equity

interests

provided

for

in

ArtIcle

of

the

Plan

shall

be made

to the current

holder

as

of

the

Effective

Date

of

each

CRC
of

Equity

Interest

that

was

in

existence

as

of

the

Record

Date

Lu

accordance with

Article

1.55

the

Plan

the

lecnl

Date

for the

Puiposes of

the Plan

is

.lune

26

20

P1tDATk12344901

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Case 1:04-cv-01565-SLR

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Page 15 of 30

_________________________________

2003

the

dato

on which

the ceder

appcavfng

the

Trustees

Disclosure

Statement

was

entered

upon

the

docket

fjjlntt Ftm

log

Ageement

Ag of

the Effective

Date

tbc Noteholdurs

shall

be

deemed

to

have

agreed

to

the

aettkmcnt

tcnn5

set Forth

in

Artick

7.1

of

lbs

Plan

and

the

Plan

Funding

Agreement

59

-Nst
settlement

Settlement

As of

the Effective

Date

11.Net

shall

be deemed

to

have

agreed

to the

set

forth

in Article

7.2

of

the Plan

and

the

1Net

Settlement

Agreement

60

Admttijgtmijv

Bar Date

Purunnt

to

Article

3.1b of

the Plan1

the holder

of an

Adniithtrathy

Claim

that

arises

bctbni

the

Effective

Dato

other

than

an Mministzniive

Claim

of apmfessional

employed

under

Section

327 and 328 of

the

Bankruptcy

Cod

or

an

Mministrutive

Claim

incurred

by

the Debtors

in the

onlinery

coutue

of

the

Debtors

buiacss

must

Ills

en application

seeking

allowance

of such

Administrative

Claim on

or before

the

thirtieth

301h

day

after

the Effective

Date

Pursuant

In

Article

3.1c of

the

Plan

the

holder

of

an

Administrative

Claim ofa

profesaional

employed

under

Section

327 and 328 of

the

Bankruptcy

Code

that arises telbre

the Effective

Dab

must

file

an

application

for

payment

of

such

Adrninistmtive

Claim under

Section

330 of

the

Bankruptcy

Code on

or before

the

thirtieth

3Qth day sEer th

ftfFectivo

Dale

As

provided

in

Mica
slisil

3.1d of

the

Plan

Allowed

AdminIstniye

Chums

that

arise

before

the Effective

Date

be

paid

frvm Plan Funding

Cash

Any Allowed

Adminirtrativ0

Claims

that

arise

alter

the Effective

Dine

shall

be

paid

by

Rcorgani7ed

Coram but
isharge

not

with

the

Plan Fending

Cash

61

and

Injunction

Pursuant

to

Axticle

10.1

and

102

of

the

Plan

the

consideration

tq

be

distributed

to

holders

of Allowed

Claims

or

Allowed

Equity

Interests

under

the

PirlU

shall

completely

nitlafy

discharge

and

niTc
any

all

Claims and

EqUity

interests

of any

nature

wlIntsoevet

against

or lathe

Debtors

or

assets

pmperty

or

interests

in

propesly

of

the

21

PIWATA

1234490_I

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001677

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Case 1:04-cv-01565-SLR

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Page 16 of 30

Debtors

to

the

flullest

extent

pennlftod

by

Section

1141

of

the

Bankruptcy

Code

The

Debtors

shall

be disclwged

finni

any and

all

Claims

including

Claims

that

arose

befian

the

Conlinnation

Date

and

all

debts

of the

kind

spccilied

in Sections

502g
debt
is filed

and

of

the

Bankniptcy

whether

or not

proof of Claim based

upon

such

or

deem

fflcd

under

Section

501

of

the

t3ankniptcy

Code

Claim

based

upon

such

debt

is

alLowed

under

Section

502 of

the

Bankruptcy

Code

or the holder

of

cWni

based

npon

such

debt

has

accepted

the Plan

or

any

Distribution

under

the

Plan

the

discharge

shall

act as

permanent

injunction

against

among

otherThings

the

taking

of any of

the

following

actions

against

the

febtnrs

Reorganized

Corarn

and/or

assets

or

property

of

the

Debtors

estates

the

commencement

proontinuation

of any

action

or

otiter

proceeding

of any kind

to

enibrce

Claim

against

or iquity

rneessrs

in either

of

the

Debtors

ii th cnfomemen$

attachment

collection

or recovery

by any manner

or

means

of

any judgment

awanl

decree

or order

against

thb

Debtors

ill the

creation1

perfection

or

enforcement

of any encumbrance

of any kind

against

the

Debtors

Reorganized

Conun

or

any of

heir

or

its

property

and/or

iv

the

assertion

of any

right

ofsetot

subrogation

or

recoupment

of

any

kind

agmrirtht

any

obligation

62

Releases

Exculpations

and

InjunetiQns

The

releaae

exculpation

and

injunction

provisions

contained

in the

Plan which

inoomponstes

the nindiJication

to the

Second

Amended

Plan

made

in-aecoixianco

With thoOplnion

and

Set forth

in the Plan

Modification

are

approved

and

ruth

provisions

shall

be

effcctive

amid

binding

upon

all

persons

and

entities

63

Icrniinn1on

of

Injunctions

an4 Automatic

Stay

Except

as otherwise

provided

in

the Plan

or

this

Confinyiation

Order

all

injunctions

or

stays

arising

under

or entered

during

th

Bankniplcy

Cases

under

Sections

lOS

or

362 of

the

Bankrupty

Code

or

otherwise and

iii

existence

on

the Confirmation

Iatc

shall

remain

in

11111

foree

ani

effect

until

the

1Sf fective

Date

22

IIUMTA

I2449O_I

SL001678

A1126

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 17 of 30

IentioofExtingurftis
Dlatnbulion under
the

Eforposcsofevldcncingaijghtto

Plan

on

the

Rftbctive

Date

all

areernents

and

other

documents

evidencing

Chdrns

ortights

of any boWer

of

Claim

against

or equity

Intetesta

in

wiyof the

Debtors

including

all

tock

indenlures

and

notes

shall

be

canceled

and deemed

null

and

void

and of no

force

and.efIect

as against

the Debtors

and Reorganized

Cotuni

65

Hnn-occnmncn

of

Iiftctjye

Date

fleaoh

conditioft

to the

Elctjve

Date

specified

in

Mink

13

Section

of

the

Plan has

not

been

satisfied

or duly

waived

wfthiu

ninety

90

days

afrer

the

Contirmafiun Date

then

un1ea
of

the

period

of waiver

cit

satirthetion

of such

conditions

has

been

edcaded

with

the

consent

th Trustee
Court

and

ha Notehotders

the

Couiixthation

Order

will

be

vacated

by

the

Bankruptcy

titi

NotkeofEnti-y

of onfirmathrj

Order

On

or bcfora.tha

tenth

10th

Business

thaTneshal1sejwnotjcef
entry

of

this

Confirmation

Order

pursuant

to

I3ankmptoyThiles

2002f7 2002k
other patties
in

imd3O2Oo

on

all

cenditors

and

hitettat

holders

the

United

States

Thiseu and

interosi

by

causing

notice

of

eany

of

the

ConflnnationQer

the Notice

of Conllnnatloif

to

he

deilveted

to

such

parties

by

first-class

mail

postage

prepaid

The

Trustee

alan shall

cause

the

Notic of

Confintiatlon

to

be

published

as

pannpuy

as pincticuble

after

the

entry

ofihis

Corilinnation

tior

once

in

The

Jew

York Times National

Edition

The

notice

datcilbed

herein

is

adequate

under

the

paiulcular

ciitumstsnoe

and no

other

or

flnilier

notice

is

necessary

67
of

Notice

ofBffective

Date

Within

lIve

Business

Daya

following

the

occunence

th

tiftctivc

Date

the Trustee

shall

file

nli of thc
which Jmvo

Occutrence

of the Effective

Date

and

shall

serve

copy

of same

on

those

entities

filed

notice

of

appearance

and

request

fr

service

of

pleadings

in

ho

Bankruptcy

Cases

23

PHIMTA

l2sl4O_

SL

001679

A1127

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 18 of 30

68

Einclinn

Bffcd

Putauant

to Sections

1123a

arid

1142a

of

the

Bankruptcy

Code and

the provisions

of

this

Confinnation

Order

tIre

Plan

the Plan

Documents

and

the Plan

Supplernettt

shall apply

and be

enforecable

notwithstanding

any

otherwise

applicable

nonbankniptcy

law

69

Con

Between

Confirmation

QrderandPlan

To

the extent

of any

inconsietency

be4wcen

the provisions

of

the

Plan

and

this

Confirmation

Order

the

tanus and

Oonditiort

contained

hi

this

Conlinnation

Order

shall

govern

The

provisions

of

this

Confirmation Order

are

integrated

with

each

other

and

are nonsovenshie

and

mutually

dependent

unless

expressly

tated

by

further

eider

of

this

Bankmptoy

Cowl
hemin

The

failure to reference

or

discuss

all

or part

of any

paulicular

provision

of

the

Plan

shill

have

no

effbet

on

the

validity

binding

effect

and

fameabilltyofsuclu

provision

and

such

provision

shall

have

the

same

validity

binding

cflbot

and

enforceability

as

evety

other

provision

of thelan

70
modified
vacated

Mocatlon/Revonal

It

any

provision

of

this

Confirmation

Order

is

hereafter

or rcvessed

by

subsequent

order

of

this

Bankruptcy

Court

or

any

other

enurt

nuch

revenul

modification

or voatioui

shall

not

alhet

the validity or

eriforeeabiflty

of

the

ahhgations

mcurred

or undertaken

under

or

iii

cozuiection

with

the

Plan prior

to

the

Lhe.cpeoifically

rgadCorun4eo1ptotvviften
provides otherwis

notIce

of any such

order

unless

such onir

71
the

i3trcetivc

Date

This Order

shall

be deemed

entered

as

ofNayember

12004

and

Bffecjiy Date

of

the

Plan

shall

be December

12004

Plan

lhnding

Cash

under

the

Pbn

shall

be computed Date

as

of

the close

of

business

on

the business

day

immediately

piececIin

the Effective

\F
HONO1tABL MARY
UNITBD
24 STATliS

WALRATkI BANKRUPTCY JUDCIB
PIIDATA 1234450_I

SL001680

A1128

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 19 of 30

A1129

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 20 of 30

IN

THE UNITED STATES BANKRUPTCY COURT FOR TIlE DISTRICT OF DELAWARE
Chapter Case
11

IN

RE
and

and Case

CORAM HEALTHCARE CORP CORAM INC
Debtors

No 00-3299 MFW No 00-3300 MFW

Joiutly Administered

REQUEST OF DAMEL CR0WLEY FOR PAYMENT OF ADMINISTRATPI EXPENSE
Daniel

Crowley

by

his

attorneys hereby

submits

this

his

Request

for

Payment

of

Administrative

Expense the

Request

In

support

of the Request

Crowley

states

as folh

ws

FACTUAL BACKGROUND
The Bankruptcy
Filing and Chapter 11 Trustee

On
collectively
the

or

about

August

2000 the Petition

Date

Coram

and

Coram Inc
11

Debtors
Code

each

filed

voluntary petitions

for relief

under

Chapter

of

tie

11

of the United

States

the Bankruptcy

Code

The Debtors chapter

11

cases have

en

consolidated

for

procedural

purposes

only

On

February

12 2002

this

Court

granted the motion to appoint

chapter

trustee

the Trustee 1104 of

to

assume

control

over theDebtors

property and

affairs

pursuant

to

section

the

Bankruptcy

Code

On March

2002 the Court approved

the

appointh

ent

of

the

Hon

Arlin

Adams
Crowleys

as

Trustee

Employment under
Date on

the

Employment Agreement

and

KERP
entere into

Prior

to

the Petition

or

about

November 30 1999 Crowley
to

an Employment

Agreement

as amended

from time

time

the

Employment

Agreement11
to

with

Coram Healthcare

Corporation

Coram whereby

Coram agreed among

other things

employ Crowley

as

its

Chairman of the Board President and Chief Executive

Officer

copy

of

the

Employment

Agreement and

its

amendments

is

attached

hereto

as

Group Exhibit

A1130

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 21 of 30

Coram and
Petition

subsequently

the

Trustee

continued

to

employ Crowley

after the

Date

pursuant

to

the terms of the Employment

Agreement

through

its

expiration on

November

30 2002

Even

after the

Employment

Agreement

expired

the

Trustee

continued

Crowleys employment through

March 2003
the Employment

Over the course of Crowleys employment

Agreement

was

amended

from time

to

time to provide

among

other things

for the

payment

of certain

bonuses

the

Bonuses

to

Crowley including without

limitation

the following

for Fiscal

Year 2000

bonus payment
of

of 25

percent

of

Corams EBITDA above $14000000 $35000000
of
for Fiscal

with

one-time

payment

$5000000

if

EBITDA

exceeded

Years

2001

and

2002

bonus

of up to three

times his then base salary

$650000

depending

upon Corarns

EBITDA

and

bonus payment

of

$1800000

if

Coram

obtained

successful

refinancing

Based upon Corams

EBITDA

Crowley

is

due $10842000

for Fiscal

Year 2000 $996840

for Fiscal

Year 2001 and

$1950000
further

for Fiscal

Year 2002

Because Coram successfully obtained bonus

refinancing

Crowley

is

entitled

to

the

$1800000
also

Coram

provided

for additional

compensation

to

be payable

to

Crowley

among

others

under

certain

Key Employee
$400000

Retention

Programs

KERPs

Pursuant to those

KERPs
2002

Crowley was

to

receive

for

each

year ended December

31 2000 2001

and

Because

Crowley remained employed

by Coram

at

each

of those years

end Crowley

is

further

entitled

to

an

additional

$1200000

under

the

KERPs the

KERP Amoints
Crowley was
entitled

In addition to performance

bonuses

and

KERP

payments and

to

receive additional

compensation

for

any unused

vacation

certain

other

Board-approved

payments To date

the Additional

Compensation
nor the Trustee have paid Crowley the Bonuses

neither

the Debtors

the

540480-1

A1131

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 22 of 30

KERP Amounts

or the Additional

Compensation

in

an

aggregate

amount of nearly $1 68000002

the Administrative

Request

Amount

to

which Crowley

is

entitled

Therefore

Crowley

hereby requests that

this Cortrt

allow the Administrative

Request

Amount
pay him

as

an administrative

expense

of the Debtors

and

direct

the Debtors

and

the

Trustee

to

that

amount

Crowleys By
businesses he

Contributions

to

the Debtors

Estates

all

accounts

Crowley did more than

stabilize

and maintain

the

Debtors

significantly

contributed

to

the

Debtors

estates

by

significantly

improving

them

even

during

the

most

trying

of bankruptcy

conditions

As

noted

by Harrison

Goldin

Crowley moved quickly around

to

stabilize centralized

Corams
the

finances

and

turn

the

company

Among
accounts

other changes

he

purchasing

process brought
of

inventory levels reduced

down

increased

working capital

paid off some

Corams debt
emphasized

receivable

from $130 million to about According on cash
to

$77 million and

Corams

core therapy

focus

Crowley focused immediately
of invoices

Wendy Simpson who was CFO at the time out She said he literally went through stacks

and questioned

each

one
Advisor Goldin Associates

Update Report of Independent

Restructuring

L.L.C dated September

2001

at

43

10

After the Court

denied

Corams Second

Plan of Reorganization

Judge

Adams was

appointed

chapter

11

Trustee

At the Trustees

request

Crowley

stayed

on

as

Corams

CEO
the

Judge

Adams

respected

the

value

that

Crowley

brought

to

the

Debtors

notwithstanding

circumstances

and Crowleys

onflictthat

prompted

the

Trustees

appointment

As

the

Trustee

himself stated

19
examined the The Trustee has
and discussions
In

Since
actions

the

Appointment

Date
as in

the

Trustee

has

independently
officer

undertaken

by Crowley
offices

the Debtors

chief executive
several

visited

the coqorate

Denver

and has had

meetings of
the

with

CHC

Crowley
the Trustee

CHCs
has

senior

executives

and other employees
reports

addition

considered

numerous

regarding

amount
reserved per

represents

an estimate of of
the

the

bonuses
for

Crowley

is

entitled

to

be

paid and

direction

Trustee

Counsel

2002

Management
is

Incentive

includes $1950000 Plan The Actual amount of

that

was

Crowleys AdditionaL Compensation
further investigation

which he claims
review of

subject

to

payment
books and

as

an

administrative

expense

is

and

more complete

subject

to

the

Debtors

records

540480-1

A1132

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 23 of 30

financial

performance

of the

Debtors

and has reviewed

the

Debtors performance

under

Crowley with the investment

bankers

retained by the Trustee

20
company
these

The
profitably

Trustees

evaluation

is

that

Crowley

has

operated being

the
in

and

efficiently

Under
Debtors deletedJ

Crowley have

notwithstanding positive

bankruptcy and
costs

proceedings

the

experienced cost

operating

margins
operating

EBITDA
improved inventory

reduced

of services

reduced systems no net

improved management tools borrowing
to

management and maintained stable
operations

improved information
cash position

with

fund

post-petition

21
stewardship

EBITDA
of the the

has

substantially

increased through

during

the period time prior

of Crowleys
to

company

From

1995

1999

Crowleys

employment 2000 through

Debtors

EBITDA
2002
the

was
Debtors

negative

$37 million

From January
in positive
first

September

experienced

$83 million

EBITDA
nine

$120 million improvement under Crowleys
of 2002
positive

management
Trustee

For the

months was

including $21

the

six

months

after

the

was

appointed $54 million

EBITDA
for the

million by contrast

EBITDA

was negative

year ended December

31 1999
profit the are also

22
period percent of $9
the

Revenue September

and gross

increasing revenue
in

For $31

the nine-month million
or 11

ended

30 2002
the

Debtors

rose

from the same Indeed
in

period revenue

year before higher

resulting

an increased

gross profit during

million

was

during

each

month

of 2002 than

same month

2001
Crowley
the

23
identifying

Under

CHC

has

improved most

its

financial

performance therapies

by

and focusing was

business non-core revenues

on

its

profitable

core
for

When
38

Crowley
percent
the

named

CEO

therapies for

accounted

approximately

of infusioh
quarter

therapy

the quarter ended represented
daily the

December
only

31 1999 by
27

third

of

2002

non-core revenues $151

therapies

approximately revenue ended

percent
for

of infusion

therapy

In addition per pay during

average

per patient September

core therapies

rose

3% to

nine months year

30 2002 when compared 24
patients

with the same period

from

the prior

The
chronic

most

profitable

type

of business
at to

for

CHC

is

the

treatment Trustee

of

with

disorders
its

With

Crowley
strategy freatinent

the

helm

under the

stewardship
result

CHC refined
$15
million

marketing

target chronic

patients

As
by

of these efforts revenue from the during the nine
period with the

of hemophilia

patients grew

55 percent compared
patients

months

ended September The
treatment

30 2002 when
of hemophilia during
the

same

from

the prior year

now

represents

13

percent

of total revenue Similarly

up from

percent

nine months

ended September
percent during

30 2001
the

revenues

from

nutrition

patients

were increased

same time frame

25
inter

Furthermore
leveraging
for

duringCrowleys
to

tenure

CHC has
supplies

also cut costs

by
as

alia

volume

purchase

drugs

and

more

effectively

Cost of services

infusion

exclusive

of depreciation

and amortization expense

540480-1

A1133

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 24 of 30

percentage

of net revenue 1999
to

has

been

reduced

from 76

percent

for

the

year

ended

December

31

71

percent

for the

nine months

ended September 30 2002
neither

26
borrowings
to

Under

Crowley

the

Debtors

have

required

post-petition

fund

operations

nor

utilized their

debtor-in-possession facility

27
revealed

Finally

the

evaluation

conducted
increased

by

the

Trustees

advisors

has

improved employee productivity
since

employee

nwrale and reduced

employee turnover show
that in

Crowley became
turnover
to

CEO
rate
It is

of the Debtors was
reduced
to

Company

statistics

the

branch

employee compared
loyal to

by

approximately

six

percent

2002 when
are

2001

apparent

the Trustee that confident

many

of

CHCs
to

employees

Crowley and
an effective

that

they remain

of his ability

transition

the Debtors through

reorganization

Motion of

the

Chapter

11

Trustee

For Authorization

To

Enter

Into

Termination

and

Employment

Extension

Agreement

with Daniel

Crowley

Emphasis

added
for

11

Crowleys

remarkable

achievements

at

Coram

speak

themselves

Jurisdiction

12

This

Court has jurisdiction

over the Request

which

is

core proceeding

pursuant

to

28

U.S.C

1334

and

157b1

b2A
Law
this

and

and Argument

13
bonuses
for

As

the Third Circuit

and

Court have recognized

compensation including

debtors

employees

are

entitled

to

administrative priority

status

for services

rendered

post-petition

See

e.g In

re

Hechinger

mv Co
Accord

298 F.3d 219

3d

Cir 2002 and In

re

Lason

Inc

309

B.R

441

BanlcrD.Del

2001

In re Pre-Press

Graphics

Company Inc 287

B.R 726 Bankr N.D
14 Here

Iii

2003
is

there

no question

that

Crowleys

services

were performed

for the

Debtors

post-petition

resulting

from negotiations with the Debtor

in

Possession

and

the

Trustee

Crowleys

post-petition

services

were performed

at the

Debtors

and Trustees

request

and

pursuant to an

agrement entered

into

by the Debtors

and

Crowley

Indeed

on October

2002

Crowley gave

the

Trustee

notice

that

he intended on terminating

his relationship

with Coram

at

540480-1

A1134

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 25 of 30

the expiration of the Employment

Agreement

At the Trustee

request

however

Crowley

continued

to

serve as

Corams CEO

while the Trustee

and Crowley negotiated

Transition

Agreement

and

the

Trustee

sought approval

to

enter

into

Transition Agreement

with Crowley

Consequently

the

amounts

to

be paid pursuant

to

the

Employment

Agreement

and

the

amounts

earned

by Crowley during the holdover

period

are

entitled

to

be

paid as an administrative

claim

pursuant

to

Section

503b1
this

15

Furthermore although

alone

is

sufficient

grounds

to

grant an administrative

priority

status

for

those payments

Crowley

is

entitled

to

these payments

under

this

Courts

general test for administrative

expense

claims

Whether

someone by

is

entitled

to

an

administrative claim
there

is

determined
transaction

two-part test
creditor

must be
debtor

post-petition

between the
benefit

and

the

and

the estate

must receive

from the transaction

In re Waste

Sys Intl Inc 280 B.R

824 826 Bankr
and

Del

2002

As shown above by
his

continuing

to

provide

services

to

the Debtors

then to the Trustee

following

appointment

and then

to

the

Trustee

during the holdover

period

after the

Employment

Agreement

tenninated

Crowleys request

easily

satisfies

this test

16

Again

it

is

unquestionable

that

Crowleys

services

were part of

transaction

between him and the Debtors

and

subsequently

the Trustee on behalf

of the Debtors

estates

Crowleys

services

were rendered

as part

of his employment as

CEO

of the Debtors

pursuant to

an

agreement

that

was never rejected

Indeed

the

Trustee waited until

November 26 2002
to
file

four days

before

the employment Agreement

expired

on

its

own

terms

motion

to

reject

the Employment

Agreements docket

1972

The Trustee

since

abandoned prosecution

of that

motion

17

Second

as

amply described above
and

in

pleadings

filed

by the Trustee

by

the

Trustee

in his

deposition

in the

Goldin

Report

the

Debtors

estates

received

substantial

540480-1

A1135

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 26 of 30

benefits

from Crowleys

services.3

In addition to

all

of the Trustees

findings of Crowleys

exemplary

performance

are

the following

successes

brought

by Crowley

efforts

successful

resolution

of potentially

costly

litigation

with Aetna

material improvement in the mix of

therapies

sold by

Coram

that

was followed

by

fifteen

months

of consecutive

net

growth

establishment

of

Strategic

Business

Unit concept

that

rapidly

turned

Coram

into

viable

competitor

in

its

marketplace

material improvement in costs

assembling

first-class

management

team

implementation

of

crisp

Information

Technology

strategy

that

brought

clarity to

this vital

area for the

first

time since

Comms

formation

and

multitude

of operational

improvements ranging from inventory

to

nursing

visits to

pricing to contracting

The

value of

those benefits

are

appropriately measured

by the amounts agreed

to

by

the parties

under

the

Employment

Agreement

and

the

KERPs
respectfully

WHEREFORE
an administrative
priority

Crowley

requests this Court

enter

an

order

granting him

expense

in

an

amount

to

be determined

ii directing

the

Debtors

and

the Trustee to pay Crowley that

amount upon

the

entry

of the order and iii for such

other and

further

relief

as

may

be just

Date

December

30 2004

Respectfully

submitted

ANIEL

CR0 WLEY

Movant

0n
Richard

Attorneys

Cross Jr
Harris

Donna
Cross 913

Simon LLC
Street

North Market

Wilmington

DE

19899

As even
complaint debt and

this

Court has
the

recently

observed
that

in

the context of discussing
actually In

the

merits of

the

Equity

Committees

draft

evidence

suggests

Crowley

improved

the

financial

position

of Corani by reducing 333

increasing

earnings

omitted

re

Coran

Healthcare

Corp

315

B.R 321

Bankr

Del

2004
540480-1

A1136

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 27 of 30

Scott

Schreiber
Valiulis

Anthony John

2883007

Ward 2939924

MUCh

SHELIST FREED

DENENBERG
P.C

AMENT
Suite

RUBENSTEIN
Drive

191 North Wacker 1800
Illinois

Chicago

60606

312521-2691

540480-1

A1137

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 28 of 30

SETTLEMENT
This Settlement Agreement

AGREEMENT
is

Settlement Agreement

made and

entered

into

this

filth

day of April 2006

by and

between

ARLIN

ADAMS

the Trustee

in

his capacity

as

CHAPTER

11

TRUSTEE

TO THE BANKRUPTCY
and

ESTATES OF
and

CORAM HEALTHCARE CHC
collectively

CORPORATION

CHC

CORAM INC

CI

together

with

Coram and AMARAL
California

the

following former members of the Coram Board

of Directors

DONALD

citizen

of the State of Nevada

WILLIAM

CASEY

citizen

of the State of

PETER

SMITH

citizen

of the State of Illinois and

SANDRA

SMOLEY

citizen

of the State of California

collectively

the

Outside Directors

WHEREAS
defendant Daniel

on

December 29 2004

the Trustee

commenced

an action

against

Crowley Corams

former Chairman President

and

CEO
at

and

the

Outside

Directors

in

the

United States District Court for the District of Delaware

Case

No

04-1565-

SLR the Delaware

Action

WHEREAS
breached
their fiduciary

the

Delaware

Action

alleges

that

Crowley

and

the

Outside Directors

duties

to

Coram

WHEREAS
Genesis
of the Delaware

the

Outside Directors

notified

Genesis

Insurance

Company

Action

but

Genesis

has refused

to

defend

them

WHEREAS
liability

the Trustee

and the Outside Directors without

any admission of

desire

to

avoid the expense

and uncertainty

of further

litigation

and

to

resolve

any and

all

disputes

that

have

been

raised

or could

be raised

in

the

Delaware

Action

by entering

into

this

Settlement

Agreement

and

PHDATA

1354393_2

A1138

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 29 of 30

WhEREAS
States

this

Settlement

Agreement

is

subject

to

approval

by the United

Bankruptcy

Court for the District of Delaware

the Bankruptcy

Court

NOW
Settlement

THEREFORE
which

in

consideration

of the promises

set

forth

in

this

Agreement
terms and

the parties agree

constitute

good

and

sufficient

consideration

and

subject

to the

conditions

set

forth

below and

intending

to

be legally bound

the

Trustee

and

the

Outside Directors

agree

as

follows

The Outside

Directors

consent

to the entry

of judgment

in

the

Delaware

Action

against

them

in

favor

of the Trustee

in

the

amount

of $9550000

the

Judgment

Within

five business

days of the execution

of

this

Settlement

Agreement

and

receipt

by the Trustee of the financial

information

from the Outside Directors

as

set

forth

below

the Trustee

will

file

motion

with

the

Bankruptcy

Court to approve

this

Settlement

Agreement

The Outside

Directors

hereby assign to the Trustee

all

of their rights and

any and

all

causes

of action

any

or

all

of them

may have

arising

out

of

or

under

any of the directors

and

officers

liability

insurance

policies obtained

by Coram for their benefit

including

but

not

limited to

the

primary policy

issued

by Genesis

Policy

No YXBOO1625A
and

for the period

January

1999

through

January

27

2001

the

DO Policy
claims

any further causes

of action

based on the handling of the Outside Directors

under

such policies

The Trustee

agrees

that

he will not seek to execute

on the Judgment

on

any assets

of the Outside Directors

other

than

the claims

assigned

in

paragraph

above

and the directors

and

officers

liability

insurance

policies

including

the

DO

Policy

PFIDATA

1354393_2

A1139

Case 1:04-cv-01565-SLR

Document 126-5

Filed 04/17/2007

Page 30 of 30

This settlement

is

contingent

upon

the

Outside Directors

providing the Trustee

in

writing

with accurate

and

complete

information

substantiating

their representations

regarding

the

Outside Directors executable

assets

which

the Trustee

has reasonably relied upon

in

negotiating

this

Settlement

Agreement

Any
Confidential

financial

information

provided

by the Outside Directors

that

is

marked

by the Outside Directors

shall not be

disclosed

by the Trustee

or his attorneys

to

any third party

without

the

consent

of the Outside Directors

except that

the Trustee

may

if

necessary

submit such financial

information

to the

Bankruptcy

Court

in

support

of his motion

to

approve

this

Settlement

Agreement

but shall request

that

he be permitted

to

do

under

seal

and

the Trustee

may comply

with any order

or direction

of the Bankruptcy

Court regarding

such information

The Outside

Directors

shall continue

to

defend

the action

for

declaratory

judgment

filed

against

them

by Genesis

in

the

U.S

District

Court for the District of Colorado

Civil Action

No

05-cv-335

the

Coverage

Action
until

and

to prosecute

their counterclaim

for

breach

of the

DO

Policy

in

the

Coverage

Action

this

Settlement

Agreement

is

approved

by the Bankruptcy

Court

Thereafter

the parties shall use

their best efforts

to

have

the Trustee

substituted

as

party-in-interest

for the

Outside Directors

in

the

Coverage

Action

The

Trustee

shall

make

reasonable

efforts

to prosecute

in

the

Coverage

Action

the

Outside Directors claims

under

the

DO
Action

Policy

for

attorneys fees and

costs

incurred

in the

Delaware

Action

and the Coverage

The

Trustee

shall not

be required

to appeal

any ruling

of the

trial

court

in

the

Coverage

Action

relating

to the

Outside Directors

claim

for

attorneys

PHDATA

354393_2

A1140