Free Appendix - District Court of Delaware - Delaware

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 1 of 30

Other Corarn

Named

Erecutive
his

Officers existing
sales

Effective

June

30 2000
agreement

Joseph and entered

Smith
into

resigned

his

position as agreement
until

Chief with

Operating the

Officer

with the

terminated

then

employment
consulting

consulting basis during

agreement
consulting the

Mr

company

Under

Smith

provides per

services

on

an

independent

contractor agreed
that

June term

30 2001
in

Mr

Smith

receives
at

fee of

$25700
for

month

As

part

of the
will

agreement
not
directly

Mr
or

Smith

the

of his consulting

company
to
or

and
in

arrangement with

one

year

thereafter engage
solicit in

he

indirectly

own
or

manage

control
in the the

participate

consult

render area
at In the

services addition

any

manner may
year not

any

business

which

Mr
and

competes

the

companys

business

companys
term of
his

geographical

Smith
for

the

companys

employees

customers

suppliers

during

employment

company

one

thereafter

Effective

January

15

200
to

Scott

Larson
in his

resigned

his

position Pursuant with
the

with
to

Coram
L.arsons

In

connection

therewith agreement thereafter engage

an

incentive/retention

bonus

of

$100000
agreed

was
that

paid during

Mr

Larson of

January

2001

Mr

Mr

employment
for
in

dated he
in will

April
not

26
directly

1999
or

Larson

the term

employment
consult

company
services area
at In

and to
or

one
any

year

indirectly

own
with

manage
the

control

participate in

in the

with

render

manner
Larson year

any
solicit

business
the

which

competes

companys

business

companys
of
his

geographical

addition

Mr

may

not

companys

employees

customers

or suppliers during

the term

employment

the

company

and

for one

thereafter

Domenic
division

Meffe

served 1997

as

the

Vice

President

and

General

Manager
to

of

the as
to

companys

Corarn President of of

Prescnption
in

Services

from November
agreement

through
to

July

2000 and him
of the of

CPS
Meffe Meffe
to

was.appointed compensation division sale

serve equal

the divisions

January

1998

Mr Mr

had bonus

severance of

which was
the closing the

provide
sale

with

minimum
payment
conjunction

two

years

annual
in sale

salary
that

transaction

$500000 employed Pharmacy
are
led

upon

of

CPS
any

and

retention
in

$72500
with the

the

event
the

remained Curascript

through Services certain

consummation
and

such

However

of

CPS

division

Inc

Cwascnpt
of the former

PBM

Services

Inc which
team

are

newly

formed Meffe

affiliates all

of

GTCR

Golder

Rauner

L.L.C and were

by

members
as

CPS management
or

including

Mr

the aforementioned

agreements

effectively

rescinded

and

result

no

severance

bonus

payments

were

made
United States

The

Debtors on
the

bankruptcy

proceedings
that

and
the

the coriesponding

impact be

of

the
to

Bankruptcy

Code

could

impose

certain

limitations

amount

of severance

company

would

permitted

pay

under

the aforementioned

and

employment

agreements

contracts

For

employment
is

agreement surviving
in

purposes entity

change
the sale

in

control or other
entity

is

generally

defined of
all

as

merger
all

or consolidation the assets of the
fifty

in

which

the iii
total

company
any

not

the

ii

transfer surviving
securities

disposition but in

or substantially possessing or persons been defined

reverse

merger
voting

which
of

company
of the

combined
those

power

the company is the Corams outstanding prior
to

which
to

securities

more
different in

than

percent

are term

transferred

person has of

from
that

the persons

holding any

securities of

immediately
resulting

such

merger The

change
current

of control debtholders

way

would

disqualiFy

change of

control

from

the conversion

by Cot-ams

their

current

convertible

debt

instruments

Comm
12 SECURITY

into stock

ITEM
The

OWNERSaIP
sets

OF PRJNCIPAL
March
each

STOCKHOLDERS
unless
to

AND MANAGEMENT
below
owner
of the

following stock

table

forth

as of by

30 2001
person

otherwise Cot-am
to

noted be the

number
than

of shares of the

common
stock

of outstanding outstanding

Cot-am

beneficially

owned

known

more

5%

its

common
as

ii each
company

of the executive as of
is

officers

of

the

company

as of

December
of the

31 2000
Board
such

iii each

of the

members

of

the Board of Cot-am

of Directors

of
All

the

December
from

31 2000
or based

and

iv

all

members
filings

of Directors persons

and
with

executive Securities

officers and

group

information

taken or

upon

ownership

made by
to

the

the

Commission

Exchange

Commission

upon

information

provided

by

such

persons

Cot-am

Percentage

or

Sharesof

Number
Shares

or or

Common
Stocl

Name
Dcnatd Aznarol

and

Address

of

IjeneLaJ

Owner

Common

Stock

Outtandtn

26242%
81900 333333

50%

WitIiamJ.Casey..... Daniel Scott II

Crowtey
Danats

...

$2984 124931
...

ScottT.Laranqs

AJtenJ
Vito

Marabito
Jr

166666 177881

Ponzio

53

JSP 01852

A721

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 2 of 30

PelceSmith
Sazuka AJI executive ofticos and directors as group

mOIy
Persons.
Persons

11581 75000 3754572
6.993.409
.7.1

Rcpor1ng
Cerbenis

as

defined

herein

as

group

14.1

Entilie

21190076 8633779 21017092

29.9 14.8 29.7

FoothillS Goldman
Sadts

Lessthanl%

Unless

otherwise

indicated

the address

of each

person

named

above

is

1125

Seventeenth

Street

Suite

2100

Denver

Colorado

80202

The

aggregate stock

ownership subject
to

numbers
options

presented within 60

in

the

table

above

include

shares

of

common
Ansaral

stock

acquirable

upon
Casey

exercise

of

common
Crowley 87500

days Larson

for

the

following

persons

Mr
166666

2500000
Ponzio

Mr

80000
Peter

Mr
Smith

333333

Mr

Danitz

50207

Mr

111707
his

Mr

Marabito the of by

Mr

170857 2001
included

Mi
in

and

Ms
to

Smoley

75000
shares or about

Mr
of

Larson

resigned stock

position

with
as

company 30

on

Jauuaiy and

15
are

In connection the
that table

therewith

his options such
entities

purchase expired
in

common
April

were

outstanding

March

2001

above

but

options

on

15 2001
sole voting

Except

as indicated investment

footnote with

Comm
respect
to

has
all

been shares

advised of

the persons stock

and
as

named

the

table

above

have

and

power

common

shown

beneficially

owned

by them on 13D-G may

On

July

14

2000

an

investor
to

group

seeking

representation

the

Comm
the consider

Healthcare Securities

Corporation

Board
of

of

Directors

filed in

Schedule
filing the

13D

pursuant

Rule was

l3d-1kt
concerned
to

of Regulation
that

under

Exchange
that

Act

1934

As

stated

such
their

investor would
in

group

management
equity such of

restructuring
their to interests

absent

representation the investor the are

of

interests

be

materially
directly

detrimental or through

their

holdings
that

To
may
as

protect be

in the

company

group

may engage
Section

actions of
all

agents Act the

they and

deemed
each each

constitute the

group
of group such has

within group

meaning deemed

of
to

13d
own
of the

the

Securities of stock

Exchange owned group
by

1934

such

of

members
of the

beneficially

shares

entire

group
recent

however

member
filing ott

disclaimed

beneficial on behalf of

ownership

shares

held

by

the

The

most

Schedule limited the

13D/A
liability

December
Harry

19
Helter

2000

was

Jerome Blank
Helter Family

Andrew
Limited

Blank

AEOW
Florida
to

96 LLC
Corporation

California partnership Bernard

company
Trust

Falk

Philip

Handy
trust

Partnership

Florida limited

Bernard the RHI-t

Osher

UTA

dated

3-8-88 Corporation

California and

JB

Capital

Management

Inc

Osher

Company

Florida

Richard

Haydon

collectively

referred

as the

Reporting

Persons

Information

with

respect

to

Cerberus

Partners

L.P

Cerberus
funds are based on

Cerbenas

International

Ltd

International
Ultra

Ultra

Cerberus

Fund

Ltd

Ultra No
and

and

certain piwale
to

investment Entities

the Other

Funds
Schedule

Cerbenis

International

and

the Other

Funds and
the to

are collectively

referred

as the dated

Cerberus
June

the

13D Amendment
and July

No

Amendment
respectively Series
filed

No
with

Amendment Commission
the Cerberus

thereto

30

1998
the

August
Series

26

1998

April

1999

16
Notes

2000 the
Notes

Comms records
The
Cerberus are Notes per

reflecting Entities

Senior

Subordinated principal

Convertible

Notes
company
of
as

issued of

Entities Series

hold

$42380152
at

amount

of the Series
into

of the shares

March
of

30 2001

The
the

convertible

the

option

of

the

holder

thereof

21190076

common

stock

Comm
Pursuant

at

rate

of $2.00

share

to

an

agreement

beiiveen has
the the

Cerbents
right to

and
receive

Goldman

Sachs

Credit

Partners the

L.P

GSCP
from
held the by In

dated

April

22

1997

the

GSCP
amount

Agreement
the

GSCP
Interest

the dividends principal

from
of

and
the

proceeds Notes

sate

of

$9597796 and
the

principal shares of

GSCP
into

of

$17995868
Notes
to

amount
the

Series are
the

Cerbeni.s addition sale

common
entities

stock
in the

which

such have

Series the
the right

relating

to

GSCP
from which York

Interest

convertible

certain

unafliliated principal
for

aggregate Notes
is

receive

the

dividends into

and
such

proceeds Notes

from
are

the

of

$671846 The

amount
Cerberus

of Series
Entities

and

shares 28th

of

450 Park Avenue

common New Floor

stock

Series

convertible

address

the

York New
is

10022

Information thereto dated

with June

respect

to Foothill

Capital Corporation

based

on

the Schedule respectively
filings

13G Amendment
filed

No
were
on

and

Amendment
Corains of

No
records Foothill Foothill

30
Notes

1998

August
to

26
Foothill

1998

and

April Corporation Foothill

1999

with

the

Commission

and
behalf

reflecting

Series

issued

Capital

Such
Capital

with

the

Commission
California

The

Group
Partners

Inc
II

Delaware

Corporation limited

Group
partnership limited

Corporation

corporation

Capital
limited Sandier

L.P

Delaware

Partners
liability

Foothill

Income

Trust

L.P

Delaware Steams
Karen

partnership

Foothill

Trust FIT

GP LLC

Delaware

company

FIT and

Edward

Dennis

54

JSP 01853

A722

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 3 of 30

Ascher David
the

Jeffrey Hilton

Nikora

and

John

Nickoll

collectively Capital as
is

the

Managing
Foothill the

Partners/Members
Toast

and

Peter

Schwab

and and

the Managing
are

Partners

Group
to

Partners

FIT

the

Managing

Partners/Members and the

Managing
are

Partners the general

collectively

referred

Foothill

Group

Managing
of

Partners/Members

Managing
of
Foothill

Partners Trust

partners

of Partners

Capital are

wholly-owned managing
to

subsidiary of

Group

FIT

is

the general

partner the held

and

the

Managing
and the

Partners/Members

the be

members
beneficially be

FIT
the

Accordingly shares of

Group
stock

Managing by
Partners held

Partners/Members as by
it$

Managing
the

Partners

may

deemed

own
to

common
be

general

partners as
the

ii

Managing

Partners/Members of the general as
its

may
partner general

deemed
Foothill

beneficially Trust

own

the shares of

common
to

stock

Foothill

Trust of

managing
stock held

members
by Foothill sole

of

iii FIT may Group
interest

deemed
to

beneficially

own
own
principal

the shares shares

common
by Foothill

Trust

partner has
into

and

iv

may
in

be

deemed
or part of stock

beneficially

the

held of per

Capital as Series
for

its

shareholder

Foothill

beneficial

all

$17267557
conversion

amount
$2.00

the

companys The

Notes
Foothill
is

which 2450

are convertible Colorado

share

address

Avenue

Suite

8633779 3000W
of

shares Santa

of

common

at

price

of

Monica

California

90404

Co Goldman Sachs 99% owner of GS Global

GS

is

an

indirect

wholly-owned

subsidiary
is

The

Goldman
partner

Sachs of

Group

Inc Sachs

Holdings

L.L.C

GSCP
As
of of

GSGH
may by

GSG
Credit

GSG

is

the

GSGH

the

general

Goldman

Partners

L.P

March

30 2000
stock

common

by

reason

issued

pursuant

to

the

which

are convertible
to

be deemed to own and indirectly in the shares beneficially aggregate 21017092 GSCP ofa $32436389 Notes of the company principal amount of the Series Securities 1998 as amended the Securities Exchange Exchange Agreement dated May Agreement into shares of common stock and $9597796 principal amount of the Series Notes issued 16218194 of the ownership

GS GSG

and GSGFI

pursuant

the

Securities
to

Exchange

Agreement and
indirectly

with

the

company
through

which
the

are

convertible Interest

into

4798898
the terms

shares of the

of

common

stock the of

and

are

deemed
has

be

beneficially
in lieu in

owned
in

GSCP
of
to

Under
interest

Series

Notes

company
additional disclaim

the right

of

payment

of

interest

cash
to

to

pay

interest

on
interest

each

payment

date

through

the issuance and

Series beneficial

Notes

principal of the

amount

equal

the

amount
except

then of

due and owing
their

GS GSG
interest

GSGH

each

ownership

securities

reported

herein

the extent

pecuniary

therein

GSCP may
Securities

be

deemed

to

own

beneficially

and

directly

$32436389
into

principal

amount
of

of the

Series

Notes

issued

pursuant

to the

Exchange

Agreement which

are

convertible Notes

16218194

shares into

$9597796 principal amount of the GSCP Agreement ISCP disclaims
interest

Series

which

are convertible of the
securities

common stock and beneficially 4798898 shares of common stock
herein except
to the

and

indirectly

pursuant of
its

to the

beneficial

ownership

reported

extent

pecuniary

therein

GS
acting Sachs

National as

Association advisor

of Securities

Dealers

member

is

an

investment
in

banking and

firm sale

that

regularly

performs

services
for

such

as

financial

and

serving

as principal

or agent

the purchase

of securities

The

address

Goldman

Co

is

85

Broad

Street

New

York

New York

10004

ITEM

13

CERTAIN RELA11ONSHIPS
Smith previously served

AND RELATED
the
to

TRANSACTIONS
of Sabratek with Corporation
to

Peter devices
In

on

Board amend

of
its

Directors agreement

Sabratek
Sabratek next ten the years

manufacturer

of

medical of

December
infusion

1998 pumps

Coram
and
to

agreed

Sabratek

make
t.h

companys
This

sole

supplier contains

multi-therapy provision

related proprietary cancel the agreement negotiated

telemnedicine

technology days notice

during

agreement
to the

that allows technology

either
to

party

upon
by

90

The

pricing

schedule
after

applicable

infusion

pumps

and

related

be

purchased been

was

certain of purchased Sabratek

Corams

management
$2.8 during United of claim

proposals $7.8

from

other

manufacturers infusion 1999

for comparable

equipment had
related proprietary Sabratek

solicited

The

company

approximately Corporation
in

and

million of multi-therapy ended

pumps 1998

and

telemedicine
filed for

technology 11

from

the years
States

December
Court
in

31

and

respectively

Chapter therewith

bankruptcy
filed

protection $1.3

the

Bankruptcy

Delaware on
for

December
vendor Baxter

17

1999 earned

and

in

connection not paid

Coram 2000

million proof certain
liabilities

in Sabraleks Device

bankruptcy Business $0.3

proceedings

rebates

but

In January

the assets subsequently Sabratek filings
to

and

of Sabrateks of

were

acquired

by

Healthcare

Corporation

Baxter
proofs sold

Baxter

filed

proof
is

claim

approximately evaluating the

million

in the

Debtors
proof of

bankruptcy claim

proceedings

for products the separate

purchased

from

Management
Baxter

currently have

validity

of Baxters business

NotwithstandIng

of claim Baxter

and

the

company

an ongoing

amicable

relationship

involving

drugs

supplies

and pumps

by

the

company

55

JSP

01854

A723

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 4 of 30

On
financed

July

by

the sale 31 2000 Coram completed GTCR Goldcr Rauner L.LC for Financial Statements

of

its

Coram

Prescription of

Services

CPS
$41.3

business million

to

management-led Note
to the

group

one-tune

payment

approximately

See

companys

Consolidated

Stephen general partner

Feinberg of Cerberus

former Partners

director

of

the

company
to

is

the

managing The
the

member

of

Cetherus financing

Associates

L.L.C
Senior

which
Credit

is

the

L.P
Other Series

party

the

companys

debtor-in-possession Cerberus

agreement
also

Facility

and
each

Securities of the

Exchange
International of
the

Agreement
Ultra

collectively

the

Cerberus
of April

Entities 2001

Entities Entities

are held
13

the investment million and

managers $42.4

for

and

Funds

As

Cerberus Notes Credit

$28.2 Senior

million

principal Convertible

amount Notes
with
in the

companYs

Senior

Subordinated under division Senior

Unsecured
the the Senior

and

Series

Subordinated on

Unsecured

respectively proceeds of

No amounts

are outstanding of the

Facility

which

expired $14.6

February
to

2001
Senior

however
Entities

from
the

the disposition

CPS
the the

company
Facility

paid

approximately
partial

million on the held

the Cerberus

satisfaction

outstanding

balance

on
with

Credit of

and

payment

Series

Subordinated Entities
to

Unsecured purchase
effective affiliate

Notes

Contemporaneous
of the

expiration stock

the

Senior expired

Credit In

Facility

warrants with
the

by

the

Cerberus

680124 August
of the

shares

companys

common
into the paid

also

connection

Debtors with

bankruptcy

proceedings

30 2000

the Debtors

entered

secured has

debtor-in-possession not borrowed any

financing

agreement the

Madeleine

LL.C
financing

an

Cerberus

Entities $0.4

Although

company
to

amounts
fees

under

debtor-in-possession

arrangement

approximately

million

was

the Cerberus

Entities

as origination

On December
debt

28 2000
accrued
the

the
interest

Debtors
to

announced
in

the Bankruptcy

Courts Inc
of

approval

of

their

request

to

convert Stock Act

sufficient in

amount
to

of

and

related

equity

the

form

of

Coram

Series

Cumulative Budget

Preferred Reconciliation

order 1993

maintain

compliance
referred
to

with as

physician

ownership

and

referral

provisions Securities Pursuant of the

the

Omnibus

of

commonly
and
to

Stark

II

On December
simultaneously

29 2000
executed principal accrued

the

Exchange
to such

Agreement was amended
arrangements the Cerberus Unsecured

Amendment
Entities

No
Series

an

Exchange
approximately

Agreement was
$45.0 of

agreed

exchange

million aggregate aggregate Notes Stock unpaid

amount

Series

Senior

Subordinated Notes

Notes Series shares

the

Notes
Series

and

$18

million

contractual as of

interest

on

the

Series
for

and

the

Senior

Subordinated

Unsecured Cumulative
Pursuant
to

Convertible Preferred

the see

Series
11 to

Notes
interest

December

29 2000
the Series

approximately
for further

417
details

of

Coram
the has

Inc

Note the per

the Consolidated
rate

Financial

Statements

regarding Notes and

preferred been

stock
to

Amendment

No
to

annum
Series

on

both

Notes

and

the Series

adjusted respectively

9.0% Moreover
have

the Series modified

Notes
June

and

Notes

original

scheduled

maturity

dates of

May

2001

April

2008

both

been

30 2001
Crowley and whereby
Cerberus

Effective three-year of

August

1999

Mr

Capital provides

Management
certain
is

L.P

an
is

affiliate

of the

Cerberus per

Entities

executed potential
in

employment
related

agreement

Mr

Crowley

services
entitled

and
to

paid

$960000

annum
and as

plus the

performance

bonus

opportunities
life

Additionally

Mr
the

Crowley major

expense

reimbursements

participation

the

vacation the

pension

profit

sharing bonuses
fiscal

insurance

hospitalization under market
to

medical are

and

other

employee

benefit plans
set

may

be

offered

by
that

Cerberus

Entities
relate to

The
the

contemplated

agreement and
to

predicated proceeds
capital

on
of

sophisticated
the

of

financial

criteria

principally

performance
an option agreement

value

disposition

Cerberus Cerberus
either

Entities Entities

equity equity

investees irivestees notice the

Moreover
exclusive within

Mr
of days

Crowley

maintains

purchase
is

up
to

3%

of

the

stock

in the unless
Entities

Coram The employment
of the original with written
in

subject

automatic renewal

one
dates

year

extensions Cerberus

patty also term

provides

written

60

expiration

date or subsequent

The

may

unilaterally

terminate
initial

employment agreement
terms
result

agreement as well as

notice

however

all

unpaid

salary

and

bonuses
to

on

the

remaining

of

the

three-year
to

particijiation

employee

benefit plans

would

continue

be obligations death

of the Ceiberus and breach by

Entities

pursuant

the

and

conditions

of the

employment and

agreement
employee

Termination benefit plan advice

for

cause

disability

of

the

employment
include

contract but are

in varying limited
is

degrees business

of severance

participation
to

The

services

rendered
at

Mr Crowley
Entities

not

to

and

strategic

healthcare

investment Directors of of

executive

management
Inc January

the Cerberus

Moreover
held

Mr
for

Crowley
merchandise protection

the

Chairman

of

the
is

Board
portfolio

of

Winterland the Cerberus

Productions Entities

Winterland
2001
of California

privately

affinity filed

company
under Chapter

which

investment
States

On

Winterland

voluntarily

Ii of the United

Bankruptcy

COde

in the Northern

District

Mr
held

Crowley

is

the

Chainnan and

Chief

Executive

Officer

and

President the

of

Dynamic

Healthcare services ended of

Solutions

LLC

DHS
company
the

privately and

management
for

consulting services million 11
to

investment certain

firm

Coram

utilized

consulting the year

Mr

Crowleys

made
paid

payments

these $0.7

and

reimbursable consulting

expenses company

For

December
and

31

2000

company
Effective

approximately the

Mr
in

Crowleys
the Bankruptcy
full

for consulting

services were
to

reimbursable

expenses
to

with
their of

Debtors

Chapter with

filings

Court

DHS employees who
Corani

serving

as consultants

Comm

terminated

employment

DI-IS

and became

time

Comm

employees

continues

reimburse

DHS

for the actual

overhead

costs

56

JSP

01855

A724

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 5 of 30

DHS

Sacramento do

California not include

location any

that

are of

directly for

attributable

to

the

duties

Mr

Crowley

performs

on

behalf

of

Coram

Such

reimbursements

element

profit

DHS PARTfV

ITEM

14 EXHUIITS The

FINANCIAL
documents

STATEMENT
tiled

SCHEDULES
report

AND REPORTS ON FORM

8-K

following

are

as

part

of

this

1.

Financial

Statements pages F-I and

The

following

Consolidated

Financial

Statements

of the

registrant

and

Report

of Independent

Auditors

are

presented

on

thereafter

Report

of Independent

Auditors

Consolidated

Balance

Sheets

--

December

31 2000 and
ended

1999

Consolidated

Statements

of

Income--

Years

December

31 2000
December

and

1998

Consolidated

Statements

of Stockholders

Equity--

Years

ended

31 2000
1999

1999

and

1998

Consolidated

Statements

of

Cash

Flows--

Years

ended

December

31 2000

and

1998

Notes

to

Consolidated

Financial

Statements

Financial

Statement 1999

Schedule The
and 1998
is

following

consolidated the Notes

frnancial to

statement

schedule Financial

of

the

registrant

for

the

years

ended

December

31 2000

presented

following

Consolidated

Statements

Schedule

Valuation

and

Qualifying

Account

Schedules
set

not

listed is

above

have
in

been

omitted

because

they

are

not applicable or notes

or are thereto

not

required

or the infonnation

required

to be

forth

therein

included

the Consolidated

Financial

Statements

Reports

on Form

8-K

On
plan

Januasy

162001
Court
for

Comm
of
the

Healthcare

Corporation

filed

report

on Form

8-K

regarding

an

order

denying

acceptance by the

of United

the

joint States

of

reorganization

Coram
District

Healthcare of

Corporation

and

its

wholly-owned

subsidiaiy

Coram

Inc

Banlcruptcy

Delaware

On
and

April

2001

Coram

Healthcare

Corporation

filed

report

on Form
Practice

8-K

relating

to

the settlement

agreement Healthcare

entered

into

by
and

among Coram
Inc

Resource

Network

Inc Coram

lridepdndent

Association

Inc

Comm

Corporation

Corarsi

On

April

2001
Court

Cream
for

Healthcare
District in

Corporation

filed

report

on

Form 8-K
to

announcing

the
sufficient

approval

by

the

United and

States related

Bankruptcy accrued

the

of

Delaware
of

of Inc

the

companys

request

exchange Stock

amount

of debt

interest

for equity

the form

Coram

Series

Cumulative

Preferred

Exhibits

Included

as exhibits of $5.00

are

the

items
to

listed

on

the Exhibit
to

Index

The

registrant

will

furnish exhibit

copy

of

any

of

the exhibits

listed

below

upon

payment

per exhibit

cover

the costs

the

registrant

of furnishing

such

57

JSP 01856

A725

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 6 of 30

Exhibit

Number
2.1 --

Exhibit Agreement
arid

and

Plan

of

Mern

dated

as

of February Ilealihlnfusion Acquisition

1994

by

Amonthe

registrant

CursOrs

Medisys
Acquisition by reference

Acquisition

company
to Exhibit

and

CHS company MI .iqnisitioo
of
Registration

company

I-Ill

2.1

company Incorporated No 33-53957 on

Form

8-4
Amendment 25
to

2.2

--

First

Agreenrettt the

and

Plan

of Merger T1

dated

as of

May

1994 by and among Medisys company company
I-Ill

registrant

Curallex CIIS

Heallhlnfusion Acquisition Acquisitinti

Acquisition Acquisition

company company
reicrence and
to

Ml
Exhibit 2.2

Incorporated on

of Registration

No

33-539.57

by Form

8-4
of

2.3

--

Second July

Amendment
1994

to and Plan Agreement by and among the registrant

Merger

dated

as of

Curaflex

Uealthlnfi.tsion Acquisition Acquisition of the July

Medisys
Hil

T1

Acquisition

company company
and

CHS
MI
Exhibit as 2.3 to

company company

Acquisition

Incorporated Report on

registrants

Current

by Form

Reference

8-IC dated

of

15

1994
and

2.4

Asset

Sale

Note

Purchase

Agreement among the and Caremark Inc dated
by on reference to Exhibit dated April

registrant

Agreement the Asset Purchase Caremwk Intemational Inc 29
1995 Incorporated Report

as of January of the

registrants

Current

Form 8-K

t995.a
among
Holdings
Api-il

2.5

Agreement
Acquisition

and

rlan

Corp

of Merger and Uncare dated of

the

registrant

CHC
by on

Inc Il
1995

the Lincare
Incorporated Report

Merger
reference

Agreement
to

as of

Exhibit

The

registrants

Current

Fons

8-K

dated

May
of

I995.a
Merger entered
into

2.6

--

Plan Agreement and 1996 Among Comm Set-vices reference on Inc
to

as of October Integrated

19
Health by

Healthcare Acquisition of the

Corporation

and

IHS
2.1

XIX

Inc

Incorporated Report

Exhibit

registrants ended

Quarterly

Form

I0-Q

for the

quarter

September

30 1996
Health

2.7

--

Purchase Services of Greater Incorporated Current

Agreement by Inc T2 Medical

arid

between

Integrated

New
Report

York

and

Corporation Inc Comm Healthcare Coram Hcalthcare Corporation to Exhibit of the of August registrants

by

reference

on Form

8-K

dated

as

20 1997
amotig

2.8

--

Side

Agreement

dated

as of T2

September

30

1997

Coram

Healthcarc Corporation Services the

Corporation of Greater Inc Incorporated Current

Medical Inc Cot-am New York and lrdegrated by
Report reference
to

Healthcare Health 2.1 as of of

Exhibit dated

registrants

on Form

8K

September30

1997
by
arid

2.9

--

Purchase

Inc

Agreement Coram Healthcarc

between

Curaflex Cetrisceipt

Health

Services

Corporation

Pharmacy

Inc
dated

Curascnpt

PBM
2000

Services

Inc and
by Report

GTCR

Fund

VI

LI
2.1

July31

Incorporated Currere

reference

to Exhibit

of

he

registrants

on Fonn

8-K

dated

as of July

312000
2.10
--

Debtor-In-Possession

Financing

Agreement

dated

August and to

30 Coram

2000
Inc

by
and

and

among

Comm

Healthcare Incorporated Current

Corporation

Madeleine 2.1 of the

LLC

by
Report

reference on

Exhibil dated
as

registrants

Form

8-K

of

September

132000
of registrant as

3.1

--

Certificate

of Incorporation Incorporated

amended
3.1

through of

May

1994

by
on

reference Fonts

to Exhibit

Registration

No

33-53957

8-4
reference to Exhibit 3.2

3.2

--

Bylaws of

of registrant

Incorporated 33-53957 on

Registration

No

by Form

S-4

58

JSP

01857

A726

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 7 of 30

3.3

Certificate

of

Aanendnient Incorporated Report

of the by on

registrants
to

Certificate Exhibit 3.3

of of the

Incorporation registrants

reference 10-K

Annual

Form

for the

year

ended

December

31 1997
Stock value per Certificate share loathe registrants by on

4.1

Poem
stoclg
to

of

Common
par 4.1

common

.00

incorporated

reference

Exhibit

ofthe

registrants

Annual

Report

Form

10-K

loathe

yenrended

December31

1994
for the legend registrants thereon
in

4.2

Form
stock of the

of par

Common
value

Stock

Certificate including

common
respect
ix

50.001
Rights reference

Slodtholder by

Agreement
thereto

which

exhibit

hereby

incorporated

4.3

--

Fonat the

of Certificate 3cr the

of es

Designation Participating

Preferences Preferred

and Stock

Rights filed

of

registrants

as Exhibit
filed

Ato

Stockholder the

Rights

Agreenietil Report exhibit
is

which on

was

as Exhibit dated

To

registrants

Current

Form

8-K

as of June by

25

1997 and which
thereto

hereby

incorporated

reference

4.4

Form

of Certificate Optional

of

Designation and Other

Preferences Special and rights

and

Relative

Participating Stock Thereof
to

of Preferred

and

Qualifications dated
4.1

Limitations

Restrictions by reference

December
of the

292000

Incorporated Report

Exhibit as of

registranis

Current

on

Forns

8-K

dated

December

28 2000

lOt

--

Amended 1995 by
as

and

HMSS
the
Exhibit

Restated Credit dated as of Felxuary 10 Areemcnt and Fteaithlnflision Medisys among Curallex Co-Borrowers Toronto Dominion Inc as Agent Texas Credit

and

Amended
lot

of the

registrants

Agreement Incorporated Annual Repon

by on

reference to-K

to

Form

forthcyearended

December31

1994.a
between by the registrant
to

10.2

Form
Charles

of

Employment
Laveily

Agreement
Incorporated

and 10.1

reference

Exhibit

of Registration

No

33-53957

on Form

S-4
between
the

10.3

--

and
to

Form oIScversncelNon.Compete Miles Oilman Incorporated
Exhibit 10.2 of Registration

Agreement

registrant

No

by reference 33-53957

on

Form

S-4
the

10.4

Form
and 10.3

of

Severance/Non-Compete Bntmntond

Agreement by on Form

between reference

registrant Exhibit

William

Incorporated

to

of Registration

No.33-53957

S-4
between the registrant

10.5

Form
and

of

Severance/Non-Compete
Carter Incorporated

Agreement

Tommy

of Registration

No

33-53957

by on Form

reference

to Exhibit

104

5-4
the and

10.6

--

Form
each

of Indemnification of the registrants

Agreement
directors and

between certain

registrant

Oxecutive 10.6 of the

officers

Incorporated

by 10-K

reference year

to Exhibit ended

registrants Revised

Form

for the

December 101
for

31 1994
time

Incorporated Qtaartedy

by

reference

to Exhibit

of

registrants ended

Report

on Form

I0-Q

the

quarter

September

30

1999

107

--

Registrants

1994

Stock

Option/Stock

Issuance

Plan

and

related

Forms 1015

of

agreements

Incorporated

by
on

reference

to Exhibit

of Registration

No

33-53957

Form

S-4
Incorporated 33.53957 by
out

10.8

Registrants reference
to

Employee
Exhibit

Stock of

Purchase

Plan

10.16

Registration

No

Form

S-4
1989

10.9

401kPlanofT1Medicallnc.datedDecembei-8
incorporated Annual Report
filed

herein

by

Reference ID-K
for

to Exhibit the
fiscal

10s
year

of Septeanbu

on Form
with the

ended

30 1989 1988
10.10
--

Commission

on

or about

December

29

1988

Stock

Option

Plan

of

Medical Inc

as

amended

and

59

JSP 01858

A727

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 8 of 30

restated as August 1992

01July31 1991

1990

and

as

limber

amended
and

as

ofi

20

ii November
by reference on

12 1991
to

iii
of

July

Incorporated

Exhibit

10.18

Registration

No

33-53957

Point

S.4
to

10.11

--

Curaflex Exhibit

l989StockOption
10.53 of Registration

Ptanluicorporatcdbyreference

No

33-53957

on

Form

S-4
by on

10.12

--

Curaflex reference

Amended
to

1990

Stock

Option

Plan

Incorporated

Exhibit

10.5401

Registration

No

33-53951

Form

10.13

CurallexDirectorsNonqualifiedStockOpiion Incorporated

Plan

by
on

reference

to Exhibit

1059

of Registration

No
10.14
--

33-53957

Form

S-4
1990 Incentive
to

Clinical

Homecare
Incorporated

LId

Stock Exhibit

Option 10.61

Plan
of

as

amended

by

reference on

Registration

No

33-53951

Form

S-4
Option 10.62

10.15

Clinical

Homecare
by on

Ltd

1990

Stock to Exhibit

Plan
of

as

amended

Incorporated

reference

Registration

No
10.16 1989
to

33-53957

Form

S-4
of Medisys

Stock

Option 10.85

Plan

lncorprated
33-53957

by

reference

ExltiIit

of Registration

No

on Form

5-4
by

10.11

--

Form

of

Non-Plan

Option 10.86

Reference

to Exhibit

Agreement of of Registration

Medicys

Incorporated

No

33-53957

on

FormS-4
10.18 Credit

Agreement
Lenders

Inc

the

among Coram Healthcare named therein and Chemical
Collateral

Corpoeation

Coram
as

Bank
Fronting

Administrative SeniorCredit Incorporated Current Report

Agent
Facility

Agent and datedasof April
to Exhibit dated

Bank

the

1995
registrants

by

reference

of the

on Form 8-K Waiver

April

199$.a
Agreemcnt
dated as

10.19

--

First

Amendment 1995

and

to the

Credit

of August registrant therein therein reference Report on

together

with

exhibits

hereto Guarantor thereto

Comm
the and
to

Inc

each

Subsidiary party

among the as defined

Financial Chemical Exhibit

Inatitutions

as

defined

Bank
10.19 of

as the

Agent

Incorporated Quarterly September

by

registrants ended

Form

10.Q

for the

quarter

30

1995.a
10.20
--

Second

Amendment
by and

to

the

Credit

Agreement

dated

as of

September

1995

Subsidiary
Institutions

Guarantor party

Comm Inc each among the registrant as defined therein the Financial
thereto

as

defined

therein

and Chemical
to Exhibit 10.20 of

Bank
the ended

as

Agent

Incorporated Quarterly

by
Report

reference

registrants September

on Form

l0-Q

for the

quarter

30 1995.a
and LImited

10.21

Third

Amendment

Waiver

to the

Credit

A.gtcetnenl

dledasofSeptentber29 199$byandainongtlseregixtmnf CØtam 1nc each Guarantor Subsidiary as defined therein
the and Financial Chemical
Institutions

party as

thereto

as

defined

therein
to

Bank
the quarter

Agent

Incorporated Quarterly

by

reference on

Exhibit I0-Q

IOu

registrants ended

Report

Form

for the

September

30 1995.a
to the Credit dated by as

10.22

Fotaitli

Amendment Amendment
together registrant therein therein to the

and

LImited to Seasrily selected

Waiver

and

First

Documents
exhibits

Agreement of October

13

1995
the

with

thereto Subsidiary

and

among as as
by
filed

Comm
the
acid

Inc

each

Guirardor thereto

defined defined reference

Financial

Institutions

Party

Chemical

Bank

companys

Current

Agent Incorporated on Form 8-K Report

as

es

October24

1995
dated and as the of October other
to

10.23

--

Warrant registrant therein

Agreement

13

1995

among

the

Comm

bc

parties the

specified Curtent

Incorporated

by

reference

companys

60

JSP 01859

A728

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 9 of 30

Report

on

Form 8-K

as

Filed

October

24

t995
Securities by and Purchase the

10.24

.-

Amendment Agreement
registrant incorporated registrants ended

and dated

Limited as

Waiver

to Bridge

olOctober and

13

1995

among
Jcnsclte

Coram by

Inc

Donaldson
to Exhibit

Lulkin 10.24 of the for
the

reference Report

Quarterly

on Form

l0.Q

quarter

September

30

l995.a

10.23

.-

Form

of Employment Agreement No.2dated as of April 23 1999 between reference Quartenly the
to

Amendment
of

No

and

Amendment

registrant Exhibit

and 10.25

Donald
and 10.04

Employment Agreement Amoral Incorporated
of the registrants ended

by

Report June

on Form

l0.Q

for the

quarters

September

30

1995

30

1998

and

September

30

1999

respectively

10.26

--

Securities

Purchase and

Agreement

Securities

Purchase Bridge

Agreemen1
April registrant registrants

Form

of Subordinated

Note

dated

as of
tire

1995 among
incorporated Current

Corom
by

Inc

Coram

Funding

Inc and
of the

reference

to Exhibit

report

on Form

8-K

dated

April

1995.a
10.27 Exclusive Biomedical Specialties June the Distribution Agreemcnt.-Ilealthcare and Inc Services Products

and
Medical as of

Equipment
Distribulors Incorporated Quarterly ended

MSD
reference

Agreement between and Coram dated
to Exhibit
10.1

1996
registrants

by
Report lane

of

on Form

lO.QIA Amendment

No

for the

quarter

30 1996
Service

10.28

Medical

Specialties dated 10.2 as

Master

Agreement
incorporated Report ended

between

MSI
to

and

Coranr
Exhibit

of June

1996

by

reference

of the

registrants

Quarterly quarter

on Form
June

t0.Q/A Amendment

No
Master

for the

30 1996

10.29

--

Medical

Specialties dated 10.3 as

Rental

Agreement
incorporated Report ended

between by on

MSD

and

Coram
Exhibit

of June

1996

reference

to

of the

registrants

Quarterly quarter

Form

lO.QIA Amendment

No
Litigation

for the

June

30

1030

Corana between

llealthcare
all

Memorandum
Healthcare
arid

of Understanding

Parties Master

to In re Corona
File

Corp
Slrevde August of the

Securities

Litigation

No

95-N-2074
dated

al

Civil

Action

No
by

9644-722

as of 10.4

Sweeney 1996
registrants

ci

Incorpoated
Quarterly quarter

reference

to Exhibit

Rport
June

on Fotm

l0-Q/A

Amendment

No

for the

ended

30 1996
to the Credit

1031

.-

Filth

Amendment
by and

Agreement

dated

of

February

1996

Subsidiary
Institutions

Guarantor party

Coram Inc each among the registrant as defined the Financial therein
thereto

as

described

therein by on

and
to

Chemical 99.1 of the

Bunk

as

Agent

Incorporated Report

reference Form

Exhibit for the

registrants

Quarterly

10-

quarter

ended

March31

1996.a
Agreement
dated as of April each

1032

Sixth

Amendment
by and

to Credit the

19

1996

Guarotor
party

among as defmcd

registrant the

Corarn

Inc

Subsidiary

therein

Financial
arid

institutions

thereto

as

desesibed

therein
reference

Chemical 99.2 for the

Bank of the

as

Agent

Incorporated Quarterly

by

to Exhibit

registrants ended

Report

on Form

iO.Q

quarter

March

31 1996.a
to Credit the

10.33

.-

Seventh

Amendment by
and

1996

among
defined

registrant

Agreement Coram
the

dated

as of July each Subsidiary

Inc

Guarantor party

am

therein

Financial and

Institutions

thereto

as

described

therein

Chemical 99.1

Bank
of the

as

Agent

Incorporated Quarterly

by reference Report June

to Exhibit

registrants for the

on Form

10.Q/A

Amendment

No

quartet

ended

30 i996.a
dated Agreement Coram Inc as of each

10.34

--

Eighth

Amendment By
and

to

Credit the

December
Subsidiary

996

among

registrant

61

jSp 01860

A729

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 10 of 30

Guarantor

as defiant

therein

the

Financial and

Institutions

party thereto
as

as

described

therein

Chase

Manhattan

Bank

Agcnt.a

0.35

--

Ninth dated

Amendment
as of each

and

Limited

Waiver
arid

to the the

Credit

Agreement Coram

March

14

1997

by

among
defined

registrant the

Inc

Subsiihary
Institutions

h.arantor party

as

therein

Financial and

thereto as

described

therein

Chase

Manhattan

Bank

Agent.a

106

--

Amended
registrant

Agreement Coram Inc

dated and

as of

March

28
Lulkin

1997

by

and

among

the

Donaldson

Jenrette.a

10.37

--

Sabratek

Corporation for IV

and
Inhitsion

Comm
Pumps
Febtuary

Healthcarc IV

Exclusive Sets

Supply and

Agreement
Related

Disposable

Items

dated

as of

26

1997

1038

--

Amendment
of Conversion registrant therein

to9%
dated

Subordinated as

Convertible

Debenture and

and the

Notice

oliune and
the

30
other

1996 by
parties the

among

Coram

Inc

specified report on

Incorporated as
filed

by on
July

reference

to

companys

Form 8-K

12

I996

10.39

Tenth

Amendment
the

to Credit

Agreement Sacha

dated Credit

June Partners

1997

by

and

Among Coram
and

registrant each

Goldman

LI
therein and

Inc

Subsidiary

Guarantor-

as

defined

lime Chase agent Credit the

Manhattan
for

Bank
Lenders dated

as administrative

agent
that

collateral

the

named
as

therein

to

certain

Agreement

of each

April

1995

by

and

among as
and

registrant therein

Comm
the

Inc

Subsidiary

Guarantor therein
time

defined the

Financial

Institutions an
collateral

named
agent
for

Chase named

Manhattan therein Current

Bank
Incorporated Report

Lenders of the June

registrants

on

to by reference Form 8-K dated

Exhibit as of

99

1997.a

10.40

--

Letter Partners Foothill

Agreement of March 29 L.P Goldman Sacbs
Capital Corporation on

1998 Credit the

by

and

among

Cerbenis and

Partners

LI
and the

one

hand

Coram
payment

Heulthcare
interest

Corporation and fees dated dated pursuant

on

the

other the 1995

deferring

of

10i 28
1997

Securities

Purchase the Letter

Agreement
Agreement

as of April

andii

March

between Incorporated Annual

Coram
by

Funding
reference

Inc
to

and

Comm
Exhibit
for tIme

Healthcarc 10.40 year

Corporation registrants

of the ended

Report

on Form

Ia-K

December

31

1997

10.41

Prime

Vendor
between Inc been

Agreement

and

Letter

Amendnscnt
and

dated

October

14

1999
Health have

Coram
Certain

Healthscare

Corporation Prime

Cardinal

portions pursuant Prime

of the to

Vendor

Agreement

omitted

request

for confidential has been
filed

treatment

The

entire with

Vendor

Agreement Exchange
10.1 the

confidentially Incorporated Quarterly

the

Securities

Commission
of the registrants ended September

by
Report and

rtlerence

to Exhibit 10-Q
for

on Form

quarters

30.1998

1999

respectively

10.42

Amendment Agreement
Goldntan Corporal the ended

No
among

and the

Waiver
registrant Partners

to

the

Securities

Exchange

Cerberus

Partners Foothill to Exhibit

LP
Capital 10.01 of

Sactms
iort

Credit

LI.
reference on

and

Incorporated Quarterly

by
Report

registrants June

Form

lO.Q

for the

quarter

30 1998
Notes and Security

10.43

Promissory

Agreement
Capital

dated

July

21
as Sachs
their

1998

among
collateral

the

registrant agent foc

and

Foothill

Corporation

Cerbetus and

Partners

LP

Goldman L.P
by Report and

Credit

Partners

LI

Foothill assigns

Partners

Ill

respective
to

sucemsors 10.02 of the

and

Incorporated Quarterly

reference

Exhibit

rcgislnnnfs June

on Form

lo-Q

for the

quarter

ended

30 1998
Payment due under and the the Series related

10.44

Request Convertible Securities

for Deferral

of

Interest

Subordinated

Hates

2008

Exchange

Agreement

dated

May

1998

by and

62

A730

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 11 of 30

between

Comm

Inc

Coraun

Haltlicarc

Corporation Partners

Cerbenis and

Partnec
Foothill reference Report on

LI
Capital
to

Goldman
Corporation

Sacbscredjt as of the the

LI

amended

Incorporated Quarterly June

by

Exhibit

10.03
foe

registrants ended

Fonn lO-Q

quarter

30 1998
Cerbeaus

10.45

--

Securities Partners Foothill Exhibit I0-Q

LI.
10.01

Exchange Agreement Goldman Sachs
Corporation

among
Credit

the

company

Partners by Report

LP
on

and
to

Capital

Incorporated Quarterly

reference

oithc quarter

registrants ended

Form

for the

March

31

l998.a

10.46

--

Form of Letter
and between

of Credit registrant

required and and to
its

by

the

Master

the

applicable aplienble

affiliates

Agreement and

by

Aetna

U.S.Ileatthcare

Inc

its

affiliates

Incorporated registrants ended

by

reference Report

Exhibit

10.02 l0.Q

oF
for

the the quarter

Quarterly

on

Ferns

March31

1998
to Sabtatek Corporation IV Disposable and

10.47

Addendum
Healtheare Related

amendment
for

Comm
and December

IV

Inlijsion

pumps

Sets ax of

Items

dated

as of February

26

1997

1998

10.48

Employment
Richard

Agreement Smith
dated

and

Agreement April

between
and

the

as of

261999
reference

company November11

and

1999
10.4 Report

respectively and 10.2

Incorporated of the

by

to Exhibits Quarterly

respestively

registrants ended

on Form

t0-Q

for the

qaartcr

September

30 1999

10.49

--

Employment Simpson
reference

dated

Agreement as of April
10.5

between

the

company
Incorporated

and

Wendy
by
Report

26

1999

to Exhibit

of the

rcgidrantYs

Quaaterly

on Form

I0.Q

for the

quarter

ended

September

30 1999

10.50

.-

Employment
dated Exhibit for the as of

between the company and Smith Agreement Joseph to April26 1999 Incorporated by reference 10.6 of the registrants on Form 10.Q Quarterly Report quarter ended September 30 1999

10.51

Employment

Crowley dated as Amendment No

between Agreement of November thereto

the

company
together

and

Daniel with

30

1999

10.52

Employment
Matabito

dated

between Agreement as of November thereto

the

company

and

Ahlcn with

301999

together

amendment

No

10.53

--

First

Amendment
by and

to

Prime the

Vendor

Agreement
and

dated

as ofisnuary

12000

between

company

Cardinal

Health

Inc

10.54

Second
and

Amendment

to

Employment
dated

Agreement

between

the

company

Daniel

Crowley by
reference

as of April
10.1

62000
of the registrants

Incorporated QuartcrlyRepoal

to Exhibit

onForm

l0-QforthequaalerendedMarch3l

2000
10.55 Settlement Netwotic agreement entered
into

by

and

among Inc

Comm
Incorporated Report

Resource

Inc
Healthcata

Coram

Independent and

Preetice

Association

Inc
by

Coram
reference on

Corporation

Comm

to Exhibit

10
as of

of the

registrants

Current

Form

8-K

dated

November

172000 292000
as
in

10.56

Amendment
Sestatitica

No.4
Exchange

dated

December

respect

of the

Agreement
Corporation

dated Corart

of May

61998

among

Coram

Healtbcare Sachs

LI

Goldman

Credit

Partners

Inc Cerbesus LI and Foothill
to Exhibit dated as 10.1

Fasincas Capital

Corporation registrants

Incorporated Current Report

by
on

reference

of

the

Foam

8-K

of December

282000
10.57

Exchange Agreement Inc Goldman Sachs

dated Credit

December
lttlnets

292000
Cerbcaus Incorporated Current

among

Corers

LI

Partners

LI

and

Foothill

Capital 10.2

Corporation of the

by
Report

reference

to Exhibit

registrants

63

JSP

01862

A731

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 12 of 30

on

Form 8-K

dated

as of

lecembce

28

2000

10.58

--

Third and

Amendment
Daniel

to

Employment
dated August

Agreement

between

the

company

Crowley

2000
company
and Scott Darutz

10.59

--

Employment
dated August

Agreement

between

the

12000
Agreement
1999.n between the

10.60

Employment
dated

company

and

Vito

Ponzio Jr

April26

10.61

--

Consulting

Services dated June

Agreement

between

the

company

and

Joseph

Smith

302000
Agreement 16 2000
between the

10.62

--

Consulting

Services dated

company

and

Donald

Amaral

May

20.I

--

Stockholder

Rights dated Corporation

Agreen1enr
Htialthcare the foam

Rights Agreement the Stockholder as of June Comm 25 l997 between and BankBostoo which includes of Designation Series per Preferences Participating share as as Exhibit Exhibit to the Ceilificatea the
earlier

ofCaiificsle the tenns par

and

Rights

scaling forth Preferred

of the value

Stock

$0001
Rights as

the and the

Summary of Stockholder of RigId Certificate form
Stockholder not be mailed Leigh Rights

Agreement

Exhibit printed

Pursuant Right after

Agreement

wiU

until as soon businets has day

as practicable after an public

of the person business

announcement
Person

that lenth

or group

become
person

Acquiring

or the

day

after

commences
tender oFFer
result

or announces or exchange
in

itS

intention to commence consummation of which Acquiring aegIdrants

offer

the an

would

such

person Ethibit as

becoming
of the

Person
Current

Incorporated Report on

by reference

Form

RK

dated

of Jane

25

1997
21.1

Subsidianesoftheregidranl

23.1

--

ConsentofErnstYoungLLP The

Cetlain schedule

exhibits

and
to

schedules

of

this

Exhibit

have

been

omitted

registrant

agrees

to

furnish

suppkmentally

any

omitted

or exhibit

the Securities

and Exchange

Commission

Filed herewith

64

JSP

01863

A732

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 13 of 30

SIGNATURES
Pursuant caused
this to

the requirements
to

of

Section behalf

13

or the

15d

of the

Securities thereunto

Exchange
duly

Act

of on

1934

as

amended 16 2001

the

registrant

has

duly

report

be

signed

on

its

by

undcrsigned

authorized

April

CORAM REALTHCARE
By Is

CORPORATION DANIEL
Daniel the

CR0 WLEY
Crowley Board of Dire and
clors

Chairman

of

Chief Executive

Officer

President

By
Senior Vice

Is/

SCOTT
Scott

DANZ
Danitz Chief Treasurer Financial Officer

President

and

Pursuant

to

the requirements
registrant

of the
in

Securities

Exchange on
the dates

Act

of

1934

this

report has

been

signed

below

by

the

following

persons

on

behalf

of the

and

the capacities

indicated

Is/tMNtELD.CROWLEY
Daniel Crowley

ChairmanoftheBoard
alDirectors Executive Preidenl Chief Officer and

April

162001

/5/DONALD
DooaldJ

AMARAL
Amaral

Director

April

16.2001

/5/

WIWAM
William

CASEY
Casey

Director

April

16

2001

Is

PETER
Peter

SMITH
Smith

Director

Aptil

162001

5/

SANDRA Sana

It IL

SMOLEY
Smotey

Director

April

16.2001

65

iSP 01864

A733

Case 1:04-cv-01565-SLR
r-I

Document 125-7
LttHL

Filed 04/17/2007
it
ij

Page 14 of 30

LUNHrJ

CORAMHEALTHCARE CORPORATION
RESOLUTIONS OF THE INDEPENDENT .COMMITTEEMEMBERS OF THE BO OF DIRECTORS
February
2001

MAR.2l2 INDEPENDENT RBTRUCTUR1NGADVISQ 06dO Grant
for

WHEREAS
company
independent
in advisor

following

the the

denial

of approval

of the

Plan

of Reorganization have
as to

the

December
to

2000
review

Companys
ascertain

independeflt appropriate

Board members
course of action

sought
the

an of

and

an

plan

reorganization

AND WHEREAS
consideration deems and
it its

the

Independent and
in to

Members
the best

of

the

Board of Directors
Ilcalthcarc

after

due

advisable

interest

of Corani an

Corporation Bestrpcturing

Corporation
Advisor
in

shareholders

retain

and

employ

Independent

connection with the Corporations

Plan of Reorganization

AND WHEREAS
several

after

due

diligence in

in

reviewing

the credentials

and

availability

of the

groups

of

advisors of
the

specializing

bankruptcy
desire to

and
to the

reorganization

matters firm of

Independent Associates

Members L.L.C
as

Board

of

Directors

engage

the

GoId.in

Independent

restructuring

Advisor

Company

NOW
New

THEREFORE RESOLVED

BE iT
that the

firm of Goldin Msciates and hereby are
with the

L.L.C
by

28th the

Floor 767

Fifth as

Avenue
in

York New York 10159 be
Advisors and
in in
all

employed

Corporation

Independent the

Restrucmring Chapter
Ii

connection proceedings

Corporations

Plan of Reorganization

case

NOW
hereby retained
conditions

THEREFORE
and

that
as

effective

as

of

this

dare

Goldm

Associates

LL.C

are

employed

Independent
Exhibit

Restructuring

Advisors

pursuant to the terms and

set forth in the attached

IN WITNESS
of
this

WhEREOF

the

undersigned have

executed

this

Unanimous

Written

Consent

as

_________ day of February

2001

Donald

Amaral

William

Jasey

Sandra

Sxnoley

Peter

Smith

hJgaI\rikbaard

soIuUonoIdn

mIuon.dc

A734

Case 1:04-cv-01565-SLR
FEB .09 2001

Document 125-7
LEGAL 303 298

Filed 04/17/2007
0047 TO

Page 15 of 30
P.02/21

1700

FR

CORIM

18474789502

CORAM BEALTHCABE CORPORITION
RESOLUTIONS

OF

TILE

INDEPENDENT COMMITTEEIMEMBERS OF OF DIkECTORS
February 2001

ThE BOARD

INDENr RESTRUCTURING
WflEREAS
company
in

ADVISOR
Plan
of

following

the the

denial

of approval

of the

Reorganization

for

the

December
advisor
to

2000
review

Companys
ascertain

independent appropriate

Board

members have
as to

sought

an

independent

and

an

course of action

the plan of

reorganization

AND WUEREAS
eonsideratio

the

Independent and
In to

Members
the

of

the

Board

of

Directors

after

due

deems and

it

advisable

best

interest

of Coram an

Healthcare

CorpOration Restructuring

Corporation
Advisor
in

its

shareholders

retain

and

employ

Independent

connection

with the Corporations

Plan of Reorganization

AND WHEREAS
several

after

due

diligence in

in

reviewing

the

credentials

and

availability

of
the

groups

of

advisors

specializing the

bankruptcy
desire to

and
to the

reorganization

matters

Independent Associates

Members L.L.C
as

of

Board

of

Directors

engage

the

firm

of

Goldin

Independent

restructuring

Advisor

Company

NOW

TflEREFORE BE IT

RESOLVED
New York New
Restructuring Chapter
11

that

the

firm of Goldin Associates

L.L.C
by

28th

Floor

767 Fifth Avenue
as

York

10159
in
all

be

and

hereby are employed with
the

the

Corporation
of

Independent

Advisors and
in

connection proceedings

Corporations

Plan

Reorganization

in

the

case

NOW
hereby retained
conditions

ThEREFORE
and employed

that
as

effective

as

of

this

date

Goldin

Associates pursuant
to

L.L.C

are

Independent
Exhibit

Restructuring

Advisors

the terms and

set forth

in the attached

IN WITNESS
of this

WHEREOF
day

the

undersigned have

executed

this

Unanimous

Written

Consent

as

________

of February 2001

Donald

Aniaral

William

Casey

Sandra

Smoley

LPeter

Smith

roIutonsgdin

ulution.doc

A735

Case 1:04-cv-01565-SLR
FEB 89 2001

Document 125-7
LEI5IL

Filed 04/17/2007
298 0047 To 19169668449

Page 16 of 30
P.82/21

1785

FR

CORM

383

CORAM 1EALTHCAR
ItISLUTIONS

cORI

ORATION IMEMBERS

OF THE INDEPENDENT COMMIT OF DIICTORS
February 2001

OF THE BOARD

INDEPENDENT RBSTRUCTtIRXNG

ADVISQE
Plan of Reorganization
for the

WflREAS
company
independent advisor

fo1lowing

the tbe

denial

of

approval

of the

in December
to

2000
review

Companys
asceitain

independent

Board

members

have
as

sought

an

and

an appropriate

course of action

to the plan of

reorganization

AND WHEREAS
consideration

the

Independent and
in to

Mcmbers
the best

of

the

Board

of

Directors

after

due

deems
and

it

advisable

interest

of Ccram

HLalthcare

Corporation Restructuring

Corporation
Mvisor
in

its

shareholders

retain

and

employ an

Independent

connection

with the Corporations

Plan of Reorganization

AND WHEREAS
several

after

due

diligence in

in

reviewing

the

credentials

and

availability

of
the

groups

of

advisors

specializing the

bankruptcy
desire to

and
to the

reorganization engage the

matters of

Independent Associates

Members

of

Board

of

Directors

firm

Goldin

LL.C as

Indepen4ent

restructuring

Advisor

Company

NOW

THEREFORE RESOLVED

BE IT
that the

flim of Goldin

Associates

LL.C

28LI the

Hoar

767

Fifth as

Avenue
in the

New York New
Restructuring Chapter 11

York

10159
in
all

be

and

hereby with

are employed by
the Corporations

Corporation

Independent

Advisors case and
in

connection proceedings

Plan

of Reorganization

NOW
hereby
retained

THEREFORE
and employed
in the

that as

effective

as

of

this

date

Goldin

Associates pursuant

L.L.C

are

Independent Exhibit

Restructuring

Advisors

to the terms and

conditions set forth

attached

iN
of

WITNESS
this

WHEREOF
day

the

undersigned

have executed

this

Unanimous

Written

Consent

as

_________

of February

2001

Donald

Aniaral

William

Casey

Sandra

Smoley

Peter Smith

hMogaæk\board

resolutlont\oIdin

resoutjfl.d

A736

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 17 of 30

I\ROIOl

622

FRO

IN

THE

TJNTTED

$TATES

BIRUPTCY COURT

1OR THE DJTRJCT OF DELAWARE

hire
Chapterli

cHEALTh CARE CORE
and

COR.A1

CORIINC
Case

No

00-3299

Debtors

Jointly

Adudisterd

ORER

AXPOINTINQ AS XNDPENDENT

COLDLN A$SOCTATES L.L.C TRIJCTURJO ATWXSORS

Upon

the amiexed

Motion the

Motion
rn
to

of Corain Healthcare

Corp

and

Corain

Inc the

Debtors

for earLy

of an order pursu

section

-0rfthle 11 United

States

Code

cthe

Bankruptcy

Code
in

appointing

Goldin Associates

L.L.C Go1di.f

as

independent

restrucmrig

advisors

these

chpter

Li

cases

arid

upon

the

affidavit

ofHanison

Goldin

Senior

Managing

Director

of Goldin

the Golcibi

Affidavit

and

the Court being

satisfied

based

on the representations

made

in the

Application

and

the

Goldi.n

Affidavit

thai

Goldin

is

disinterested

person

as

that

term

is

defined in

section

10114

of

the

Baokniptcy

Code

and

that

its

emp1oinent

is

necessary

arid

would be

in

the best interess

of the

estaxes

herein

and

it

appearing

that

due

notice

of

the

Motion has been

given

arid

that

no other

notice

need be given

and

after

due

deliberation

and

sufficient

cause

appearing

iherefor

it

is

ORDERED ORDERED
terms

that

the

Motion

is

granted

and

it

is

further

that

Goldin

is

hereby

aopointed

independent

restructuring

advisors

on

the

and conditions

set

forth

in the

Motion and

the

Goldin

Affidavit

including

the

exhibits

and theTeto

it

is

further

iSOOPbOCs_DEI669l.2

MAR 212007

DanielleGrant

A737

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 18 of 30

IR1Oi

622

FOf

ORDERED

that

the

copensaion

structure

set

forth in the

Motion and The Goldin

Affidavit

is

hereby

approved

Dated

Wilmington Febn

Delaware
2001

ary-

___________
United

Sraceankruptcy

Judge

LJ
OVOOi

Mcwnt

to sord
.ncf The

cope

to

all

E7

PM

aeTvIce

With tha court

pcGE.e3

A738

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 19 of 30

.i

MINUTES

OF

MEEtING

OF THE BOARD OF DIRECTORS

OF

EXHIBL

CORAM HEALTHCARE CORPORATION

Ju12

2U1

telephonic

nietirig

Of the

Board of

Directors

the
at

Bard

of Coraii

Jealthcare

Corporation

the

Company
2001

or

CorpOraticinwas
notice

convened

jiproximately 1100

a.m PDThn
were th and

Thrsday
following

ly 12
.Directors

pursuant to

duly.given

Participating the

in the meeting

Daniel

Crowley

Chairman of

Board Chief Executive Smoley
Allen Maiaiito

Officer

Piesident Donald

Amaral William
the

Casey and SandraR

Executive Torres

Vice President

participated

meeting

David Fnedmar Esq of Kasowitz Bensoii

Friedman LIP and Boris Feldman Esq of Wilson Sonsini Goodrich

Rosati joined the meeting

Mr

Crowley

acted

as

Chairman

of the meeting and

Mr

Marabito

kept the

mm

GOLDIN ASSOCIATES

LL

GOLDINREPORT
members

Frie

an advi

Lxclnsi co

thin

which

the

Company and Coram

Inc

oU
Court
input

ely

Debtor
an di

ean

amended

plan Of reorganization of the DIrectors

with the Baikruptcy he was

sed and advised on the duties

staling that

eeing

independent

Boardmembers

as

the SpeciniConunittee

The

opinion

of the

Directors

was

to

obtain

effectrively

and

consensually

if possibleg

confirmation of of the

refiled Joint

Plan of Reorganization

believing

that this result

would be

in the bcst

interests

Cmpany

its

creditors

shardiolders and

other

parties-in-interest

TRUSTEEOO9553

USDC-DE041565

A739

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 20 of 30

Mlnutes of Meeting
July

of Board oiDirectors

122001

Page2

Next considered were
Report In particular
to-

the specific

recommendations resolution

findings

and other content

of the Golchn an increased

obtain

consensual

Goldm

recommended

distribution

from $2

miffionto.$3million.to

the

Companys
interests

general

unsecured

reditqrs
group
as

upto class

$10 million distribution
voted
in

to

the

Companys

equity

provided Second

that

each

favor of the Second Jomt Disclosure
the

Statement and

Jomt Plan of Reorganization reduce

collectively compensation nghts and

Plan
$13.4 and

separate

recoinniendation

was

to

Mr

Crowleys
concerning

bonus

from

million

to

$5.9 nilliori

Further discussion
or rejection

was had

voting

the features

results

of class acceptance

Mr
the

Crowley informed

the other

Board

members

that

he believes

it

is

in the best

mterests

of

Company that he

address the bonus

compensation

reduction recommended mthe Goldm Report with the Goldin Reprtin he
is
II

Mr Cro.wley
if
it

explained

although notpersonally hi agreement and consensual
reorganization

is

regard
to

enables the efficient

of the Debtors

prepared to take

steps

achieve

the recommendation

The Board
Discussion

inqtdred

as to the previously

flied joint

plan
ese

tin

th

irsl.Plan

ensued as to the sufficiency of those aspects
in ligh

of the
FirsiAPlan First

under the that.would
ecoiid Pt

circumstan

The Board
proposed

was

addressed

of the

erent

by

wa

amendments and

1dm

Report

Bo
Partn

discus

need

to

up

te the

btors

ojections

and

the

Chamn

Capital

eva
finan ad

as

pajf%econd
anjectiofls
before

The Board requested be updated
aiid

ariioug other

things that the

Debto
financ

iiiform
rs

reviewed

with the Debtors legal
First

nd

and

tBoard

finalizing

the proposed
authorization

amendments to the
from Plan.
the

Plan

Foil

the

discussion

Mr

Friedman

requested

independent

Board

members who

comprisedthe

Special

Committee

toamend

the First

TRIJSTEEOO9SS4 TJSDC-DE04-1565

A740

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 21 of 30

Mmrtes
July

of Meeting

of Board of Directors

122001

Page3

AIJflIORLZATLON

TO A11END

TIlE

PLAN

Th

independent
in substantial

BOard

members

after further

analysis were

in agreement

that

proposed an

Second Plan
Disclosure

conformity with thØ.Goldin Report be prepared alongwith
attached the

amended

Statement that

Goldin Report

its

entirety

Mr.-

Friedman

responded

to

the Boards

questions

concerning various views

omponcnts

of the and

proposed complete

Second

Plan

The

Board

mquiied and

as

to

counsels

of the

sufficiency

ess

of

Goldins

services

investigations

including

among
the

other

things Second

the

contemplated

classification

and

treatment

of claims and interests undr

proposed

Plan

Thereafter polled and each

their inquiries

being responded
favor

eich

Member of

the Special

Committee Second

was
Plan

Member

voted

of proceeding with the filing of the proposed of the Goldin Report

adoptmg

substantially

the recommendations

CONSENSUS

OF TilE BOARD AN EXPRESSION 01

The independet Board membscompri
present discussed with
ri

the

special

ee with
regarding the

row1e
on in

not

an the

Go

rnniendati

Mr

bers

be

that

Mr

Crowley has made ainatenal
the other

and positive Board

differ4e

in

tifalue

an

rosp

of the

Company On

hand
the

the

independent and

membi

adoption of the proposed

the reommendation Second Plan

wuId
it

promote

efficient

consensual

oonf
independent the

as-

was

in

the best interests of the

Company
detrimental

The
to

Board inththers
Rather

also believed

that further litigation or disputes

would be

Company
Second

their goal

was

to

efficiently

and

consensually
also

seek confirmation of the
that

proposed proposed

Plan
is

The
for the

h4ependent good

-Board members

recognized

Mr

Crowleys

concession

of the Company

and although not

in personal

agreement

Mr

-.-

TRUSTEEOO9SSS

SDC-DE

04-1565

A741

Case 1:04-cv-01565-SLR

Document 125-7

Filed 04/17/2007

Page 22 of 30

Minutes
July

of Meeting
2\OOl

of Board

of Directors

12

Crowley would
confin1ationofthe

volunthrily

waive

the sigæificantboniis

compensation

called

for

if

itresulted

in

proposed

Second

Plan

Consequently
in

the

independent
the

Board members sought advice of counsel
Of the Sjecial be

whether
that