Case 1:04-cv-01565-SLR
Document 125-2
Filed 04/17/2007
Page 1 of 30
IV DEBTORS
CIIMTER
11
11
CASES AND POST-PETITION OPERATIONS
The Debtors Chapter
Case
On
11
August
2000
in the
the
Debtors
filed
voluntary
petitions
for
relief
under Chapter of Delaware
against
of the Bankruptcy
the
Code
United States Bankruptcy Cases
Court
all
for the District
Following
the
Commencement
all
of the Reorganization any property
actions
and proceedings
stayed
Debtors and 362
acts
to
obtain
of the Estates were automatically
under
section
of the Bankruptcy
Code
Since the ordinary described preserve course
the Petition
Date
the
Debtors have
pursuant
to
continued
to operate
their
businesses as
ju
as debtors-in-possession taken various actions
to sections
1107
and of
1108
their
and
below have
value and
minimize
any disruption
discussion
business
the since
facilitate
reorganization
that
The
following in the
summarizes Chapter
11
significant
proceedings
and events
have
occurred
Debtors
cases
commencement
II
Debtor-in-Possession
Financing Agreement
To
access
to to
ensure
that
the Debtors
would
be able to
that
satislS
it
any immediate needs for
in
cash
after
the Petition
in
Date
they
determined
was
the best
interest
of
all
parties
enter into as lender
Debtor
Possession
for
facility
DIP
as
Facility and
DIP
certain
Facility with
Madeleine
LLC
and agent
lenders
Coram
borrower
of Corams non-debtor
subsidiaries provisions
rate
as guarantors of the
was
approved
by order of the Court dated $40
lien
__________
2000 The
interest at
DIP
Facility include secured
million revolving
line all
of credit bearing
assets
the
of prime pIus
2%
by
first
upon
substantially includes section
of the Debtors and
their
non-debtor subsidiaries
administrative claims
The DIP
status in
Facility
finther with
grant
of super-priority of the Bankruptcy documents
expense
accordance the
364cI
operative
Code
to
of the lenders arising under on
file
DIP
Facility
The
respecting
the
DIP
Facility are
with
the
Bankruptcy
Court
Appointment
of the
Committee
At
Official
meeting held on August of Unsecured
Creditors
2000 the
the
United States Trustee
consisting
designated
an
Committee
Committee
of the following
_____
members
Afterits
In
formation the Committee
retained
for
retained
the
law firms of Under
the
as
its
attorneys
addition
the
Committee
are
as the
its
financial
advisors
Bankruptcy
fees
Code
the
Debtors
estates
responsible
payment
of reasonable
professional
and
15
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necessary disbursements incurred Bankruptcy
by
these
professionals
to
the extent
approved
by
the
Court
Bar Date and Claims Processing
Pursuant to an order September
entered
on August
all entities
2000
the
Bankruptcy
Court has
set
LJ
claims
2000
as the
last
date
by which
with pre-Petition Date Court
Claims against engaged
the
Debtor must an
outside
file
proofs
of such Claims with
to assist
it
the
Bankruptcy
The Debtors have Claims
administrator entry
in
the administration bar date for the
of these
In addition
Debtors will seek
Administrative
of an order setting
filing
of proofs
of certain
designated
Claims including
post-Petition
Date
pre-rejection
Claims of lessors and
Claims
of taxing
authorities
Significant
Litigation
In
April
1998
1998
CHC
to
signed
Master Agreement Inc
the
lvlaster
Agreement
managed
stales for
effective
July
with Aetna U.S leallhcare
last five for
Aetna
Aetna
Under
the
Master Agreement
which
was
expected care
years the Resource
over
Network
enrollees
Subsidiaries
in
and provided
stated
home
health
services
2000000
Aetna
eight
monthly
fee per enrollee
Agreement Agreement
Ancillary
on approximately July
effective Services over
1998
CHC CHC
began
provided
serving
its
enrollees
under
the
Master
notice
of tennination
the
of the Master
National
litigation
June
30 1999
Subsequently
April
Aetna
terminated
companys
involved before entered in the
Agreement
the operation
effective
12 2000
CRC CHC
The
has
been
with Aetna
District
and termination
District
of the Master Agreement and Aetna
terms
United States
settlement are subject
Court for the Eastern
in
of Pennsylvania
all
into
agreement
to
April
2000
which
terminated
litigation
of the settlement
an agreement
of confidentiality
In
January
1999
the Internal
tax
Revenue
Service
IRS completed
September
the
examination proposed
of
CHCs
federal
income
to
return
for the year
liabilities
ended
30 1995
agreed
to
and
substantial
adjustments million
that
the prior tax
affect
of Cl-IC
CHC
has
adjustments of $24.4 does not agree
only
the net operating regarding loss
loss carryforwards the deduction
available
Cl-IC
with the other proposed
the specified
liability
adjustments portion
of warrants
the prior
write-off
of goodwill and
liability deficiency
of the 1995
which
affects
years tax
On May 14 1999 CHC
totaled approximately
received $12.7
statutory notice
interest
of deficiency and penalties
to
and
the alleged
million plus
relates offset to
lobe determined
certain
The
most
losses
significant
proposed
liability in
adjustment losses
CHCS
$12.7
ability
categorize
net operating
as specified refunds 12
and
income
in prior
years for which
CRC
has previously
received
its
the
amount
of approximately
filed
million On August
Court
11 1999
contesting
CRC
the
and
subsidiary
Medical Inc
matter
is
petition
in
the
United Stales Tax
deficiency Qmmissioner
The
styled
as
T2 Medical inc and Service U.S Tax
Coram
-lealthcare
Corporation Docket
of Internal Revenue
Court Denver
Colorado
No
16
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13792-99 IRS have
The IRS
agreed
is to
fileda
response
trial
arguing
in
that
CHCs
through
petition
should
be
denied
CHC
and the
pursue
date
the early part
of 2001
with
discovery
proceeding during with the
the
2000
IRS
CHC
contesting
the notice
in
of deficiency Tax
Court
administrative administrative
proceedings
and
through the
the
litigation in
the
through
procecdingswith
IRS
and through
litigation
the
Tax
Court
described
above
On November 12 2000 two Network
Network
the
subsidiaries
of
Coram Coram
the
Resource
Inc
and
Coram
Independent voluntary Court are
Practice
Association
Inc collectively
Resource
subsidiaries
liled
petitions
under Chapter 11 of the United States Code in of Delaware
pursuant
United States Bankruptcy Network
for the District
Case
No
99-2889
MFW
behalf
The
Resource
Subsidiaries
now
being
liquidated
to the
proceeding
suit
The Chief
of the
Restructuring estates against
Officer
of the Resource Network
Subsidiaries claims
has threatened for
on
CHC
The
draft
complaint
included
damages
excess
against
CHC
and certain
former and
principal
current
officers included
and directors of
in
CHC
and Coram
in
of $41
million The
veils
theories
the
to
draft
complaint
were piercing
the corporate the officers
of the
Resource
fiduciary the claim
Network
duties will
Subsidiaries
reach
CHC
and breaches
that
by
and directors of their
filed
CHC
has not yet received
notice
any such complaint has been
or that
be pursued
Apria
Healthcare Inc
Apria
Inc
and one
of
its
affiliates
collectively Court State
Apria
Orange
filed
suit
against
CHC
and the Resource Network
Subsidiaries
in the Superior
of Inc
County
California
Apria Healthcare
and Apria Healthcare
of
New
York
Coram
Practice rendered
Healthcare
Corporation
Coram Resource Network 813264
Aprias
claims
inc andCoram Independent
relate to
Association
as part
Inc Case
No
services the
that
were
of certain home health provider
complaint
as
networks
other
as that
managed
by
Resource Network Network
Subsidiaries Subsidiaries responsible with
Aprias
operated
alleges
among
things that the Resource
result the
the
alter
ego
of CHC
and
CHC
should
be declared
Subsidiaries
relief
for the alleged
breaches includes notice has
of the contracts
Resource
network
had
in
Apria
The
complaint
requests for declaratory
compensatory
it
and other
excess
of $1.4
million
the
been
flied
with
the
Court notifying
of the bankruptcy
that
proceedings operation prosecuted
involving
Resource Network of
the United
Subsidiaries States
and contending
the case
has by
case
is
of certain
against
provisions
Bankruptcy
Code
been
stayed
all
ifihe
CHC
and
despite defend
the stay
itself
of the proceedings
in
Cl-IC
would
pursue
available
grounds
for dismissal
vigorously
the
matter
On demand
Inc
against
July
17 2000 TBOB
Enterprises
Enterprises
J7kfa
Inc
TBOB
its
filed
an
arbitration
Cl-IC
TBOB
Inc
in
Medical Management Services American
Arbitration Association
of
Omaha
office an
in
Against Corarn
Healthcare
its
Corporation
the
Dallas
Texas
In
demaid
by the
TBOB
parties
claims
in
that
CHC
Inc
breached
obligations
under
agreement
entered
into
1996
relating to
prior earn-out
that in
obligation originated
of the from
Companys
subsidiary
Curaflex of the
Health
Services
Curaflex
Curaflexs acquisition and Curaflex
operated
claimants prescription
under the
services
business
1993
The
Company
the business business
name Coram
Prescription
Services
CPS
and
the assets of the
CPS
were sold on July 31 2000
TBO3
alleges
among
other things
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that
CHC
has impaired
to the
the earn-out
payments
failing to
due
TBOJ3 by improperly charging
certain the value
expenses
CPS
business services
this
and
fulfill
CHCs
claims addition
commitments damages
to
to
enhance
of
CPS by marketing
its
The
TBOB
be due
demand
in
of more than scheduled
in
$898000
earn-out
TBOB
contends
that
amount
must be paid
the
final
payment
of over $1267000
that will
from the Company
and Curaflex
February 2001
CHC
Nevertheless matter cannot due
to
intends
to defend
itself
vigorously
in the matters
described
above
of such
or
the uncertainties
inherent
in litigation
the ultimate
in
disposition
litigation
presently
be determined
material adverse
An
adverse
to
outcome
thefinancial
any such
position
proceedings could and liquidity of
have
effect
results
of operations
CHC
and Corant business
material are also parties to various other
legal
CHC
normal course
actions
actions
arising out
of the
of
their
Management
adverse
effect
believes
that
the ultimate
resolution results
of such other of
will not
have
on the financial position
of operations
liquidity
of CIIC
Other Administrative
Events
On
designed to
the Petition
date the Bankruptcy of the Debtors
Court entered
business
certain
additional
orders Their
minimize
any disruption
operations
and to
facilitate
reorganization
Certain
of these orders are described
below
Cash
Management
and
Payment
of Critical
Trade
Creditors
The
indebtedness the
primary objective
cause
of these remain
in
cases
is to
restructure with
the It
Debtors
outstanding the value
and
to
Coram
to
compliance
that their
Stark
To
preserve trade
of
Debtors
business patients
operations
it
is essential
relationships
with
vendors
in
physicians
ordinary entered
employees
not
consultants
and
or
other
holders
of obligations
that
incurred the
the
course
of business
authorizing the
be disrupted Debtors
to to
impaired
their
Toward
current
end
Bankruptcy system of
their
Court
an order
th
continue
to
cash
management
Such
relief allowed
Debtors
continue
fund certain
day
to
day obligations employee
subsidiaries
and
to
affiliates
such as payroll
such costs
vendor
obligations
taxes
benefits
and
as these to the
insurance and
debts primarily
allocate
from and among
the various
subsidiaries
Inasmuch
are the debts
of the
Debtors
non-debtor subsidiaries
they were not subject
it
automatic stay and accordingly
applicable trade
payment Courts
thereof
was
not only
critical
was mandated
to
by
critical
law
to
The Bankruptcy
the extent
ordr
to
also
authorized
the
Debtors
pay
their
vendors
the obligations
those
vendors
were not obligations
of non-debtor
subsidiaries
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Payment
of
Certain Other Prepetition
Obligations
The Bankruptcy
salaries
Court entered
other
certain
orders
authorizing
the
Debtors to pay and
the prior to
wages
benefits
and
amounts
owed
to or
with respect to employees
that
consultants Petition
and insurance
include
premiums These
obligations incurred
include
obligations
were
incurred
Date and
by the Debtors and
their
subsidiaries
Key Employee Retention Proaram
of
To accomplish
certain
their
reorganization
the
skills
Debtors must and knowledge
future
rely
upon
the services
of
their
key employees
the
who have unique
of the Debtors motivated many
incentives
their
business of the key
Understandably Debtors employees
positions
on-going uncertainty
to
of the Debtors
had
key employees
to forgo and use other
their
seek
other
employment
To
provide
financial
to the
immediate employment
to assist
opportunities
remain in
their
existing
expertise
the
Debtors through
the
chapter
11
cases
the retention
Bankruptcy program
Court entered under which
an Order authorizing
each the
Debtors
to
adopt for
key employee
that
of 35 key employees employee
remains with
is eligible
up to two bonus payments
after the Petition
depending
upon
how long
the
company
Date
.GENERAL INFORMATION
REGARDING
THE PLAN
SUMMARY OF CERTAIN PROVISIONS OF THE PLAN IT IS THE FOLLOWING IS OF THE PLAN OR ITS OPERATION AND IS NOT COMPLETE STATEMENT IN ITS ENTIRETY BY REFERENCE TO THE PLAN WHICH IS ANNEXED QUALIEIED iN CERTAIN RESPECTS THE TO THIS DISCLOSURE STATEMENT AS EXIIBIT SOPHISTiCATED LEGAL CONCEPTS AND INCORPORATES THE PLAN DEALS WTI1 OF THE BANKRUPTCY CODE THEREFORE DEFINITiONS AN REQUIREMENTS YOU MAY WISH TO CONSULT WITH COUNSEL OF YOUR CHOICE BEFORE
VOTING ON THE PLAN
Classification
and
Treatment
of
Claims and
Interests
The
classification
and treatment of Claims and
Allowed
Interests
is
summarized
below
Claims
is
All
Claims and Allowed Interests other than
in
Administrative
Claims and Priority Tax
that this
are placed with
Classes
under
the
Plan
The Debtors believe
classification
scheme
only
arid
consistent
the requirements
of
the
Bankruptcy
in
Code
that
Under
the
Bankruptcy
are
entitled
Code
to
the holders
to
of Allowed
distributions
Claims as defined under the Plan
the
Plan
are impaired
vote
receive
19
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Administrative
Claims
Administrative
Claims are defmed
in the
Plan as any Claim
incurred
constituting
cost
or
expense and
of administration
of the Debtors
Chapter 11 cases
on
or after the Petition
Date
allowed by Final Order under section any and
date
all
503b
of the Bankruptcy
necessary
Code
including without expenses
incurred
limitation
after
DIP Claims
any actual and
costs and operating the
the petition
of preserving
the Estates
of the Debtors and
or
the businesses
of the with
Debtors
the
any
indebtedness
or obligations
incurred
assumed
or lease
by
Debtors in connection
or
for
conduct
of
their
businesses
or for the acquisition of the
of property
the
procurement
of services
any
costs
and
expenses
Debtors and/or
sale or other
Reorganized
Coram
for the the or
management maintenance
administration claims
preservation
disposition
of any assets
prosecution the
and implementation
the
of the Plan the administration under
defense
of
by or Claims against
financial
Debtors and for distributions and other services
section
Plan
compensation
for legal
advisory
accounting
and reimbursement of expenses
or
allowed by the Bankruptcy
the extent incurred Estates prior
to
Court under
the Effective
330 331
all
503b
of the Bankruptcy
assessed against
Code
the
to
Date
123
fees
title
and charges 28
Debtors
under section
to
1930 Chapter
allowed
of
of the United
States
Code
and
any costs or expenses
the extent
by Final Order
In addition
to to to
the
foregoing
section
503b
of the Bankruptcy
Code provides
for
payment
substantial
of compensation
contribution advisors
creditors the
indenture
trustees
and other persons making
to attorneys applications for
Debtors Chapter 11 Cases and
Certain
entities
for and
other
professional
to such
persons
may
file
with the Bankruptcy such substantial
Court for allowances of compensation
contributions
and reimbursement of expenses
entities
The amounts which
by the Debtors
as those
such
at
may seek or be allowed for such compensation
Requests
for
cannot of
this
be estimated type as well
this
time
compensation
and reimbursement
for the
of Bankruptcy
the
Court-approved professionals Court
after if
Debtors and
at
the
Committee must be approved by
Debtors and and payment
other
parties-in-interest
Bankruptcy
hearing appropriate
on notice
object
to
which
the
may
participate
and
the
allowance
of any such compensation
and reimbursement of expenses
The receive
in
Plan
provides
that
each
holder
of an Allowed
Administrative
Claim amount
will
accordance
with
section
129a9
in
of the Bankruptcy on the Effective
Administrative
Code
Date Claim
the or
full
of
its
unpaid Allowed
as
Administrative
to
Claim
cash
ii on such
the
other
terms
mutually agreed
by the holder
of an Allowed
and
Debtors Date
arising
provided
liabilities
however
incurred or
that in
Allowed Administrative
course
Claims representing
post-Petition
post-Petition
the ordinary
to
of business or whether
Date
liabilities
under
loans
advances be paid
in
any Debtors
with
or not incurred
in the ordinary
course of
business
relating
shall to
accordance
the terms
and
conditions
of the particular transactions
further
such
liabilities
and any agreements relating United States Trustee
schedule for for
thereto pursuant
provided
to
however
that shall
administrative
claims
of the with
29 U.S.C
1930a6
be paid in accordance
the applicable
final in
payment
of such fees provided Claims approved Court approval
further
however
Bankruptcy
that
interim
andlor be
payment
accordance
of Allowed
with
Administrative
by
the
Court
shall
paid
such Bankruptcy
provided
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further
shall
however
that
notwithstanding with
any other provision
contained
in this
section
DIP Claims 6i
shall
.1
be paid in accordance Plan and provided
in
the tenns
of the DIP Facility the DIP Order and
that
section
of
the
further section
however
6.1.2
compensation
and
reimbursement claims
be
paid
accordance
with
of the Plan
While
uncertainty confirmation the
if
any estimate
is
of Allowed
litigation is
Administrative
initiated
Claims
is
subject with
to substantial respect
to
there
no significant
or objections the
filed
of the
Plan and the Plan
that
confirmed within
Debtors
anticipated the ordinary
time frame
costs
Debtors
estimate
Allowed Administrative
will not
Claims other than
of
operating
their
business
exceed one hundred
million Under the Plan holders
percent
of Allowed of
their
Administrative
Claims will recover
100%
of the allowed amount
Allowed
Claims
Priority
Tax Claims
Priority
entitled to
Tax
Claims are unclassified
under the Plan and include
Claims that are Tax Claims are
priority
under section and
date
507a7
Code
of the Bankruptcy
limitations
Code
Generally
subject units
to certain defined
timing
in
of assessment
based
unsecured measured
Claims of governmental by income
or gross
as
the
Bankruptcy
on
taxes
receipts
ii property
duties
taxes iii withholding and vii penalties
taxes
iv
employment
taxes
excise
taxes foregoing
Vi
customs Tax
based on actual pecuniary
all
losses
relating to the
These
Claims include
for the period
among
others
taxes
measured
by income
or gross Teceipts
attributable
from January
2000
through
the Petition
Date
The
Tax
Plan
provides with
that
in full
satisfaction
payment
and
discharge
of
its
Priority holder
Claim and in accordance
section receive
i29c9C
payment
equal
to
of the Bankruptcy
in
Code
each
of
an Allowed Priority Tax
Claim
shall
cash
of the
full
amount
of such
Priority
holders Tax
Priority
Tax
Claim ii
such
Tax
Note
as
the
full
amount
of such holders
Claim or iii on
the
other terms
mutually
agreed Plan
to
by the holder
of an Allowed
that
Tax
or
Claim and demand
Debtors or Reorganized
relating
shall
Coram
to
The
further provides
any claim
for fines or penalties Priority Tax
Priority not assess
Tax
Claim shall be disallowed
to collect
and the holder from the
of an Allowed
Chum
or attempt
such penalty
Debtors or the Reorganized
Coram
The Debtors
Claims will not exceed
distributions
estimate
that the
on the Effective Plan holders
percent
Date such Allowed
Priority allowed
Priority
Tax
Under
equal
to
of Allowed
Tax
Claims receive of
their
of
value
one hundred
100% of the
amount
Allowed
Claims
Class
CHC CHC
CIICJriority
Non-Tax
Claims
Class
to
consists
of Priority Non-tax Claims against
is
CHC
507
which
are defined
include
any Claim against
CHC
that
entitled
to
priority under section
of the Bankruptcy
21
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Code
other
than
Claims
entitled
to priority
under
sections
507a1
Administrative
Claims
arid
507a7
Tax
Claims of the Bankruptcy
Code
These commissions
the extent
claims
include
allowed unsecured and sick
leave
claims
for
wages
salaries
or
to
including
within
vacation
severance
pay
to
for the to
Debtors
employees
per for
earned
90 days before unsecured
claims
the Petition
Date
and
subject
cap of $4300
benefit
employee ii allowed
services per kind
for contributions the Petition
an employee
limited
to
plan
rendered within and
plan
180 days before
Date
and
maximum
of $4300
employee
described
as reduced
by other direct Piiority Non-Tax and of other benefit plans
Claims of employees
other
of
in subsection
above
and iii certain
specific
unsecured
pre-Petition
Date Claims
The
Priority
Plan each
provides holder
that
in
full
satisfaction
payment
and
discharge
of
its
Allowed
in
Tax
Claim
of
CHC
Allowed
Priority
Non-Tax Claim
payment
to in
fi.ill
shall receive in cash
accordance
Effective
with section
or
129a9
the
of the Bankruptcy
Code
on the
Dale
ii on
such other terms as mutually agreed Debtors or Reorganized
by
the holder
of an Allowed
Non-Tax
Priority
Claim and
Coram
Based previously approved
terminated Priority
on the continuation
of wage and salary related
payments
to
employees
all
by
the
Bankruptcy
plans
Court and provisions
are
of the Plan under which
that
non-
and unexpired benefit
assumed
the
Debtors believe
such
CHC
Allowed
Non-Tax
Claims will not exceed
Class Cl-IC
to
is
unimpaired under
the
the
Plan and
votes
is
therefore
conclusively
presumed
accept
the
Plan
Therefore Under
Debtors will not Plan holders
solicit
from the holders
Priority
of Allowed
will
Coram Secured Claims
recover
the
of
CHC
Allowed
Non-Tax Claims Claims
one
hundred
percent
100%
of the allowed amount
of their Allowed
Class
CHC
consists include
Allowed
CHC
Secured
Claims
Class
of Allowed
that
CRC
of
Secured
that
Claims
is
Under
by
that is
the
Plan Secured
and avoidance of the
in
Claims are defined
enforceable security
to
portion
Claim
or other
secured
valid perfected
not subject or
to
interest
lien
mortgage
encumbrance
in
under applicable Debtors in and
property as
that to
bankruptcy or non-bankruptcy law
property
or
upon
any right
title
interest interest
of the Estate
determination an
offset
to
the extent
of the value of the holders term Secured
such any
of the relevant
is subject
to to
date under
The
defined
Claim includes
secured claim
Claim
right
applicable
Law
and
ii
against
Debtor pursuant
section
506a
and
553
of the Bankruptcy
Code
At present provided for
this
the
Debtors are unaware measure
of any Allowed
Secured
Claims and have
class
as
prophylactic
The
Secured
Plan
provides
that
in
full
satisfaction
payment
and discharge
if
of
their at
Claims
each
holder
of an Allowed
CHC
Secured
Claim
any
shall
receive
the
22
A578
Case 1:04-cv-01565-SLR
Document 125-2
Filed 04/17/2007
Page 9 of 30
option such
of the Debtors Claim becomes
an
payment Allowed
in
full
in
Cash
on the
later
of the Effective
to
Date
or the date
Claim
or
ii
such
other
treatment
render
such Allowed
CHC
Secured Claim unimpaired
Class
to
CRC
is
unimpaired under the Plan
the the
and
votes
is
therefore
conclusively
presumed
accept
the
Plan
Therefore
Debtors will not Plan holders
solicit
from the holders Secured
of Allowed
CHC
Secured
Claims of
value
Under
equal
of Allowed
CHC
Claims receive Claims
distributions
to
one hundred
percent
100%
of their Allowed
Class
CJIC
Allowed
CHC
General Unsecured
Claims
Class
CHC
than
consists
of Allowed
CHC
General
Unsecured
that
is
Claims Under
an Allowed
the
Plan Allowed
against Priority the
CIIC
General Unsecured an Administrative
Claims include
any Claim
Claim
CRC other
the
Claim Secured Claim
or
Priority
Non-Tax Claim Claim As used
all
Tax Claim an Allowed
term General
Coram Note Claim Claim
that
an Allowed of except
CHC
for the
Note
in
Plan
Unsecured
consists
are
foregoing
or
impaired
to
unsecured
the
claims
not otherwise
classified
to
not or
cured
paid released
waived
pursuant
Plan
assumed
by
Debtor pursuant
including lent
the Plan
agreements
claims
incorporated for
into the
Plan or
classified in services
any other class
for
without based for
limitation
goods sold and/or
or
rendered
moneys
upon
tort
guarantees
of performance
for
payment
of
the obligations
or duties
of any Person any applicable
liability
environmental
remediation of Claims
for for the
of governmental units under
unclaimed property
penalties
for
or escheat
laws
Tax
governmental units for taxes assessments
contribution portion
or charges
which
are not
reimbursement or indemnity
directly or
fines penalties
or other
assessments
of any Claim supported of the amount
of
indirectly
by
letter
of credit issued and
for the account the
of
Debtor in excess
undersecured
available
that
is
under such
otherwise
letter
of credit
representing
portion
any claim
Secured Claim
The Debtors
believe
that
Allowed
CHC
General
Unsecured
Claims will not exceed
The
as
Plan
provides
that
Allowed
CHC
General
Unsecured
Claims
shall
be treated
follows
If
Class
CRC
votes
to
accept holder
the Plan
by the majorities
required
by
section
1126c
in full its
of the Bankruptcy payment
Code
each
of an Allowed
its
Claim
shall
satisfaction
and discharge
the
of
Allowed Unsecured
equal
CHC General Unsecured CRC General Unsecured Claim
Consideration
receive
Pro Rata share
ofi
CHC
in
General
and
ii
the
Cl-IC
Noteholder
Consideration
which
the aggregate
$2 million
If
Class
CRC
failsto accept each holder
the
Plan by the majorities
set
forth
in
section
1126c
of the Bankruptcy
in full
Code
of an Allowed of
its
CRC
General
Unsecured
General
Claim will receive Unsecured
satisfaction
payment
and discharge
General
Allowed
CHC
Claim
Pro Rata share
of the
CHC
Unsecured
Consideration
23
A579
Case 1:04-cv-01565-SLR
Document 125-2
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Page 10 of 30
In other
for distribution to
words
of
if
Class
CHC
Votes
to
accept
the Plan the funds available Claims
will
holders
Allowed
CHC
General Unsecured
be increased
To provide
subsection
the distribution
of the
CHC
Noteholder
Consideration
afforded
by
above
agree
if
it
should become
to
applicable authorized
the holders the
of
CHC
Notes
Claims Class
if
CHC
any
to
and and
shall
be deemed
the
have
Debtors
or
to
Disbursement Agent of Class
transfer
distribute
CHC
to
Noteholder Consideration
the holders
CHC
Generally
has accepted
pursuant
section
1126c
by
claims
of the Bankruptcy of
at
Code
class
in
of claims and
plan
if in
the plan
has been
accepted
holders
least two-thirds
amount
more
than
one-half
number of
the allowed
of such class
Class votes
CHC
is
impaired
under
General
the Plan
and
the
Debtors will therefore
solicit
from the holders
of Allowed
CHC
that fair
Unsecured
Claims
The Debtors
General
believe
is
the treatment and equitable
accorded and meets
the holders
of Allowed
Cl-IC
Unsecured
Claims
both
the requirements
of section
1129b
of the Bankruptcy
Code
Class
CRC CHC3
Allowed
CHC
Note
Claims
Class
consists as
of Allowed
CHC
which
Note
as
Claims are defmed
any claim
against
CHC Note Claims Under thePlan CHC based upon or evidenced by
51252000000
Allowed Note
Allowed
the
Notes
of the Petition Date
aggregate
approximately
The
satisfaction share accept holders transfer
Plan
provides
that
each
its
holder
of an
CHC
that
Note
Claim
receive Cl-IC
in
full
payment
and discharge
of
Allowed
CHC
Claim
shall if
its
Pro Rata
votes then to the
of the Cl-IC Noteholder Consideration
the
provided
section
however
Class
Plan by the majorities
required
by
1126c
to
of the Bankruptcy
authorized the holders section the
Code
of Allowed and
in to
CRC
with
Notes
the
Claims
shall
be deemed
have
to
at
Debtors to
distribute
CRC
Noteholder Consideration
7.3 of the
of Class
CRC
from
Claims
accordance and
the
section
Plan discussed Notes
V.A.5
of the Disclosure
Statement
the holders
of Allowed
CHC
Claims shall receive
dC under
votes
no distribution
Plan
Class
CHC
Claims
is
impaired
under Note
the Plan
and
the
Debtors will therefore
believe
that
solicit
from the holders
of Allowed
in
CHC
Note
Claims
not
The Debtors
exceeding
in
there will
be
Allowed
CHC
Note
an aggregate
amount
255
million Under
the
Plan the Holders of Allowed of value equal
to
CRC
in
Claims receive of
their
respect
if
of such Claims distributions
0%
of the Allowed
amount
claims
Class
CHC
Code
fails
votes
to
accept
the
Plan by the majorities
required
Section
1126c
of
their
of the Bankruptcy
and receive
to
of the Allowed
the majorities
set forth in
amount
Claims if Class
CHC
accept
the Plan
by
section
1126c
of the Bankruptcy
Code
24
A580
Case 1:04-cv-01565-SLR
Document 125-2
Filed 04/17/2007
Page 11 of 30
Class
CHC
CHC
Allowed
CRC
Equity
Interests
Class
consists as
of Allowed any equity
CHC
Equity
in
Interests that
is
Under
Allowed
the
Plan Allowed
CHC
convert
Equity
Interests are defined validly issues
interest
interest
CHC
and represented
to
by duly
authorized
into
and
outstanding
shares
of stock or any interest or right
interest that
such an equity
to
or acquire
any equity
without
was
in existence stock
immediately prior and employee
stock
the Petition
Date including
limitation
any warrants
options
options
The Plan
provides
that
in
fill
satisfaction
payment
and
discharge
of Allowed of Allowed
CHC CHC
Equity Equity
Interests Interests
no distribution on account
shall
be made under the Plan to the holders
Interests
of such
Allowed
Class will not
solicit
CIC
is
impaired
and
is
deemed
to
reject
the
Plan The Debtors
therefore
votes
from the Holders of Class
CHC
interdts
The Debtors
Equity Interests Bankruptcy
is
believe
that
the treatment
accorded
the holders
of Allowed
CHC
of the
both
fair
and
equitable
and meets the requirements
of section
1129b
Code
Class
Coram
Coram
to
Priority
Non-Tax
Claims
Class
consists
of Coram Priority Non-Tax
Claims Coram
Priority
Non-
Tax Claims
section
are defined
include
any Claim against
other than
Coram
that
is to
entitled to priority
under
507
of the Bankruptcy
Code
Claims
entitled
priority the
under sections
507al
Administrative Claims and
507a7
allowed
Tax Claims of
unsecured claims
Bankruptcy
Code
These commissions
the extent
claims
include
for
wages
salaries or
including vacation
within
severance
before claims
and sick leave
pay
for the to
Debtors
employees
to
earned
90 days
unsecured
the Petition
Date and subject
to
cap of $4300 per
benefit plan for
employee ii
services per
allowed within
for contributions
an
employee
limited
to
rendered
180 days before the Petition Date and by other
and
direct
maximum of $4300 of
certain other
employee
and plan as reduced
in
Priority
Non-Tax Claims of employees
and iii
kind described unsecured
subsection
above
of other benefit plans
specific
pre-Petition
Date Claims
The Plan
provides each
that holder
in
fill
satisfaction
payment
and
discharge
of
its
Allowed
shall in cash
Coram
receive
Priority
Tax
Claim
with or
of an
Allowed
Comm
Priority
Non-Tax Claim
payment
in full
in accordance
section such
129a9
of the Bankruptcy
as
Code
to
on the Effective Allowed
Date
ii on
other terms
mutually
agreed
by the holder
of an
Non-Tax
Priority
Claim and the Debtors or Reorganized
Coram
Based previously approved
on the continuation by the Bankruptcy
of wage and Court
salary
related
payments
to
employees
all
and provisions
of the Plan under which
non-
25
A581
Case 1:04-cv-01565-SLR
Document 125-2
Filed 04/17/2007
Page 12 of 30
terminated
and unexpired
Priority
benefit
plans
will
are not
assumed
exceed
the
Debtors believe
that
such Coram
Allowed
Non-Tax
Claims
Class
Coram
the
is
unimpaired under
the the
the
Plan and
is
therefore votes
conclusively
presumed Allowed
to accept
Plan Therefore
Under
percent
Debtors will not Plan
holders
solicit
from the holders
Priority
of
Coram Secured Claims
one hundred
of Coram Allowed of
Non-Tax
Claims
Claims will recover
100%
Coram
of the allowed amount
their
Allowed
Class
Coram
Coram
Allowed
Secured
Claims
Class
consists to include lien
of
Allowed
portion
Coram Secnred Claims Under
of Claim
that is
the
Plan
Secured and
Claims are defined
security
that
secured
that is
by
valid perfected to
or
enforceable
interest
mortgage
or
or other
encumbrance
in
not subject
title
avoidance
interest interest
under
applicable
bankruptcy
to
non-bankruptcy law
to
or
upon
any right
of the Debtors in and
in
property
of the Estate
determination to
the extent
of the value
defined term
of the holders
such property
as
of the relevant
that
date
right
The
Secured
Claim
secured
includes
any Claim
is
subject
to
an
offset
under
applicable
Law
claim against
Debtor pursuant
section
506a
and 553
of the Bankruptcy
and ii Code
At present the Debtors
provided for
this
are
unaware
of any asserted Secured
Claims and has
class as
prophylactic
measure
The Plan
Secured
option such
provides
that
in full
satisfaction
payment
and discharge
if
of
their at
Claims each
holder
of an Allowed
in full in
Coram Secured Claim
Cash on the
later
any
shall
receive
the
of the Debtors becomes
an
payment Allowed
of the Effective
to
Date or the date such Allowed
Claim
Claim or ii such
other
treatment
render
Coram Secured Claim unimpaired
Class
Coram
the
is
unimpaired
under
the
Plan and are therefore
not of
solicit
conclusively
presumed Allowed
receive
to
accept
Plan
Therefore the Debtors
will
votes
from the holders
of
Coram Secured
distributions
Claims
Under the Plan holders
to
Allowed
Coram Secured Claims
of
their
of
value_equal
one hundred
percent
100%
Allowed
Claims
4-
10
Class
Coram
Coram
Allowed
Coram
Note
Claims
Class
consists
of Allowed
as
Coram Note
against
Claims
Under
the
Plan evidenced by
Allowed
the
Coram Note
as
Claims are defined
any claim
Coram based upon
or
Notes which
of the Petition Date
aggregate
approximately
The Plan
satisfaction share bear
proyides discharge
that
each
its
holder
of an Allowed
Coram Note Claim in Claim
shall
full
payment
the
at
and
of and
Allowed
the
is
Coram Note
Secured
receive
its
Pro Rata Notes
that
of
interest
New Coram
rate
Stock
ii
New
Notes
The
the
New
of
Secured
interest
nine
9% percent
that
substantially below
rate
26
A582
Case 1:04-cv-01565-SLR
Document 125-2
Filed 04/17/2007
Page 13 of 30
Reorganized
value
Corarn would
incur
in
the
to
marketplace
the face value
and
it
is
therefore
unlikely
that the
market
of the
New
Notes
will
be equal
thereof
As
Class
noted
above
the
Plan provides of
that
all
holders
of Allowed
Coram Note Claims
Coram
are allocated
shares
New Coran
valuation
Stock issued by Reorganized
Coram
that
The
as
Debtors
management has undertaken
pursuant
to
of Reorganized
Coram and
will
believes
reorganized consolidated
the terms
of the Plan Reorganized million
Coram
have
an equity
value
on
basis of approximately
The
factors
actual
recoveries value the
of holders
of Coram Note
Claims will depend market value
certain
on two
the enterprise In addition enterprise that although value
of Reorganized Debtors
Coram and
of the
New Coram
regarding the
Stock
management
has formed
the Effective
opinions
projected assurance an
of Reorganized
in
this
Coram on
regard will
Date
there can be no
managements view
market
for the
be realized
inability
Moreover
based on the lack of
established
New Coram
Stock
to
the
of the Debtors to create an of Stark
II
unrestricted indefinite
trading period
that
market and continue
comply
with
the provisions
for an there can
at
of time see Discussion
trading
of Stark
II
and certain
other
concerns
be
no
the
assurances
market will develop
if
for the
New
Coram Stock
develop
or the values
which of
New Coram
Stock will trade
such
market should
eventually
For
--
discussion
the risks associated Established
with the issuance
of the
New Coram
Volatility
Stock
see
Risk
Factors
Lack
of
market for the
New Coram
Stock
Class votes
Coram
is
impaired
under the Plan and the Debtors will therefore
solicit
from the holders
of Allowed Claims
in
Coram Note Claims
aggregate
The Debtors
exceeding
receive
believe
that
there will
that
be
Allowed under
the
Coram Note
an
amount
not
million and
in
Plan the Holders of Allowed of
value equal
to
Coram Note Claims
amount
respect
of such
Claims
distributions
83%
of the Allowed
of
their
claims
II
Class
Coram
Coram
Allowed
Corain
General Unsecured
Claims
Class
consists
of Allowed
Coram General Unsecured
any Claim
that is
Claims Allowed Non-Tax
Under Claim
the
Plan Allowed
against Priority the
Corani General Unsecured
other than an Administrative
Claims include
an
Coram
Claim Secured Claim
or an
Priority
Claim
used
in
Tax Claim an Allowed Coram Note Clajm
Unsecured
Allowed
except
CHC
for the
Note Claim As foregoing
pursuant
all
Plan the term General
not otherwise
Claim
consists
of
unsecured the
claims
classified
that are not to the
cured
paid
released
or
waived
to
Plan
assumed
in
by
Debtor pursuant
class for
Plan or agreements
limitation claims
incorporated for
into the
Plan or
classified
any
other
including without
goods sold and/or
or
services
rendered
obligations
moneys
lent
based upon
for
guarantees
liability
of performance
for
payment
of the of
or duties
of any Person any applicable
tort
environmental remediation laws
are not
governmental units under governmental
contribution portion units for
unclaimed property
penalties
for
or escheat
of Tax Claims
for for
taxes assessments
or charges
which
reimbursement or indemnity
directly
fines
penalties
letter
or other
credit
assessments
the
of any Claim supported
or indirectly
by
of
issued for the account
of
27
A583
Case 1:04-cv-01565-SLR
Document 125-2
Filed 04/17/2007
Page 14 of 30
0-
Debtor in excess undersecured
of the amount of any
claim
available
that is
wider such
otherwise
letter
of credit
and
representing
the
portion
Secured
Claim
The Debtors
million
believe
that
Allowed
Coram General Unsecured
Claims will nOt exceed
The Plan
0-
provides
that
in
Ibil
satisfaction
payment
and
discharge
of
its
Allowed Claim
Coram General Unsecured
not otherwise paid
Claim each
holder
of an Allowed
shall
Coram General Unsecured
the option
prior to the Effective
Date
in
receive
the
later
at
of Coram or Date
or the date
to
Reorganized
Corarn
payment
in
full
Cash
on
of the Effective
such such
Claim becomes Allowed
an Allowed
Claim ii Reinstatement
Claim unimpaired
or
iii such other treatment
render
Coram General Unsecured
Class
Coram
Plan
is
unimpaired
the
under the Plan and Debtors will not
is
therefore votes
conclusively
presumed Allowed
to
accept
the
Therefore
solicit
from the holders
of
Coram General Unsecured
Claims receive
Claims
of
Under
value
the
Plan
to
holders
of Allowed
Coram General
of
their
Unsecured Allowed
distributions
equal
one
hundred
percenflOO%
Claims
12
Class
Coram
Coram
Allowed
Coram
Equity
Interests
Class
consists
Allowed
Coram Equity
interest
Interests
Under
is
The
Plan and
or
Allowed
represented
riglit to
Comm
convert
Equity Interests are defined authorized
validly
as equity
in
Coram
that
Allowed
or
by duly
into
to
issues
and outstanding
shares
of stock
that
any
interest
such an equity
the Petition
interest
or acquire
any equity
interest
was
in existence stock
immediately and employee
prior stock
Date
including believe
without
that
limitation
is
any warrants
options
options
The Debtors
CHC
the
only holder
of an Allowed
Coram Equity
Interest
The Plan Coram Equity Coram Equity
Interests
interests
provides
that
in
full
satisfaction
payment
and
discharge
of Allowed of Allowed
no on
distribution accQunt
shall
be made under
the Plan
to the holders
of such
Allowed
Interests
Class therefore will not
Coram
notes
is
impaired
and
is
deemed
to
reject
the
Plan
The Debtors
solicit
from the Holders of Class
Coram
Interests
The Equity
interests
is
Debtors believe
both
fair
that
the treatment
accorded
the holders
of Allowed
CHC
of the
and equitable
and meets
the requirements
of section
1129b
Bankruptcy
Code
28
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Document 125-2
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Page 15 of 30
Request
for
Cram-Down
The Debtors
under
the
believe
that
the treatment
is fair
accorded and
the holders
of unsecured
Claims
Plan does
not discriminate
unfairly
equitable
and specifically
classes receive
meets the no and
recovery
requirements
of section of
their
129b
of the Bankruptcy Accordingly
Code
if
i.e
junior
on
account
junior
interests
any of Classes
CHC
CHC
Coram
as to the
fails
to accept
the
Plan the Debtors believe
that the Plan
nevertheless
maybe confirmed
unsecured
Claims under the
cramdown
provisions
--
of section
or
See Voting and Confirmation
In
that
of the Plan
to
Acceptance
1129b of the Bankruptcy Code Cramdown for firther information
from other
Classes
that
event
the
Debtors intend of any such
use
the consents the Plan
obtained
to
confirm
the
Plan over
the dissent
Class and
specifically requests
the
Bankruptcy
In
all
Court confirm
the Plan
notwithstanding
the dissent
of any impaired
of Equity
to
Class
of Claims which Plan
events the Debtors will seek
distribution
cram-down
over holders deemed
Interests the
shall Eeceive
no
under the Plan and
aie therefore
have
rejected
Executory
Contracts
and
Unexpired
Leases
Under
approval
Section
365 of the Bankruptcy Court
to
Code
the
Debtors have
contracts
is
the right unexpired
subject
to
of the Bankruptcy
not defined
in
assume
or
reject
executory
and
leases as
Although
contract
the
Bankruptcy
Code
an
executory
the
contract
usually
is
described
under which
If
material contract
is
performance
or unexpired as breach
other than
lease
is
payment
of
money
365
to
due by each
party
an
executory
rejected
under section
of the Bankruptcy
giving
Code
rise
the
rejection
treated
of the contract
or lease prior
the petition date
in
to
pre-petition
unsecured
claim
in addition
rejection
If
damages
are limited or
certain
contexts
is
under section 502
the
of the Bankruptcy
to
Code
an
its
executory obligations
contract
unexpired lease
in
assumed
Debtors have the obligation
of such
perform
thereunder
accordance
with the terms
agreement
Pursuant actions
to
the
Plan on the Effective
executory
Date
the
all
Debtors will take
instances
as
the following provides
to that
with respect
licenses
to
their
various
contracts
In
the Plan
contracts they
and leases will only be assumed
contracts or unexpired
that
or rejected
the case
may be
the extent
constitute
executory
leases within contained
the
meaning
of section
an
365
of the
Bankruptcy
to
Code
The Ptan
provides
nothing
therein
constitutes
admission as
the status
of any such
agreements
29
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Document 125-2
Filed 04/17/2007
Page 16 of 30
Assumption of Executory
Contracts
and
Unexpired
Leases
The Elan provides
sections
that
on
the Effective
Date
any
in
accordance
with the provisions
or
of
365
and
1123
of the Bankruptcy
Code
executory
to
contracts
unexpired leases have
not
which
hate not expired and of
assigned
by
their
own lerms on
with
or prior
the Effective
Date which
Court
or
set
been
assumed
subject
or rejected
the approval
as
of the Bankruptcy of the Effective Date
or
which
are not the
motion to reject the same pending
List
shall
forth
on the of
Rejection
be deemed
assumed
by the Debtors on the Effective and
the entry
Date
and in the case
CHC
assigned
to
Reorganized
shall
Coram
of the Confirmation assumptions and/or
Order by the
to
Bankruptcy
sections or prior
Court and
constitute
approval
of such
assignments pursuant Court entered
to
365a
to
1123
of the Bankruptcy Date
will specify
is
Code
An
order
of the Bankruptcy
for
on
the
Confirmation
contract
the procedures or
providing notice and
assigned the
each
to
party the Plan
whose of
if any
executory the contract that the the
or lease
being assumed
or
assumed
pursuant
orlease being assumed
it
assumed
to
and assigned pay
in
Cure Amount
Claim
Debtors believe
would
to
be obligated
object
to
connection with such assumption
and
procedures for such party
contract
the
assumptibn or the assumption and of the proposed
cure
assignment of the applicable
or lease
of the amount
amount
claim
Rejection
of Executory
Contracts
and
Unexpired
Leases
The Plan provides
Confirmation
that
no
file
later
than
ten
10
business
days prior
to
the
Date
the
Debtors
shall
with the Bankruptcy
shall
Court the Rejection
as
List .and such
executory contracts
rejection other
and unexpired
leases or
be deemed
rejected
of the Effective
in if
Date
to
If
the
of an executory contract of parties by
or
filed their to
unexpired lease by the Debtor results
or lease
shall
damages
the
party
such contract
any claim
for
such damages
shall
not heretofore against
is filed
evidenced
the
proof of claim
properties or
be forever
barred
and
not
be enforceable proof of claim
thirty
Debtors
agents successors upon Date
counsel
or assigns for the the date
unless
with theBankruptcy
after
Court
the
arid
served
Debtor on or before of entry
30
days
the
later
ofa
Confirmation of
and
of an order by the Bankruptcy Unless otherwise
proofs ordered are
Court authorizing by
the
rejection
particular executory
in
contract
or lease
Bankruptcy
filed
Court or provided be treated
shall
the
Plan
all
such Claims for which
to
list
of claim
timely
will
as
General Unsecured
Claims subject
to file
the provisions
of the Plan
Nothing in the Plan executory
contracts
obligate
any of the Debtors
leases
any
of assumed
or rejected
or
unexpired
Claims
Based
Upon
Rejection
of
Executory
Contracts
or Unexpired
Leases
The
rejection of executory the
later
Plan
provides
that
all
proofs
of Claim with must be
respect
to
Claims arising from the Court by
contracts
or unexpired
after
leases
filed
with the Bankruptcy
ofi
thirty
30
days
the date
of entry
of an order and
of the Bankruptcy Confirmation
filed
Court The Plan
approving the rejection Of such contracts
further forever provides
that
or leases
ii the
are not
Date
shall
any such Claims
against the
proofs
of which
timely
be barred any of the
from assertion
Debtors
Reorganized
Coram
the
Estates by
arid/or
respective
assets or property
of the foregoing
Unless otherwise
ordered
the
Bankruptcy
30
A586
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Document 125-2
Filed 04/17/2007
Page 17 of 30
Court
all
such properly
filed
Claims
upon allowance
thereof
shall
be
and
shall
be treated
as
General Unsecured
Claims
Indemnification
Obligations
The Plan
present
provides
that
the obligations
of the Debtors
in
to
indemnify
their respective
and
former directors
to
officers benefit
entity state
and employees
such tapacity or as plan administrators at the request of
or trustees officer
any employee of another
plan or any person serving
pursuant to the
Debtor
or
as
an
or director
Debtors
certificates
of incorporation of the
by
laws or pursuant foregoing
shall
to
applicable
law or specific
executory
agreement
shall
or
uny combination
confirmation to
be deemed thereby
assumed
shall
contracts
survive
of the Plan
remain unaffected
not be discharged and shall pass unaltered
Reorganized
Coram
irrespective
of whether on or
after
such indemnification
is
owed
in
connection
with an event
the
occurring corporate regarding
this
before
policy
the Petition necessary
Date
This provision
to existing
to
of the Plan enforces
Debtors
and
provides
assurances
to
key management personnel
future
Reorganized
is
Corams commitment
to
its
them and
its
The Debtors
believe
--
that
provision
essential
viabilily
--
as
going-concern
See Reorganized
Corarri
Management
and
Risk
Factors
Loss of Key Personnel
Compensation
and
Benefit
Programs
and
as
The Plan
compensation Confirmation
officers rejected severance plans
provides
that
all
employment and programs
and
severance
policies
in
all
and Date
benefit
plans policies
of the Debtors
active
effect
of the
and
applicable including
generally without
all
to the respective limitation retirement
all
employees
contracts
including
not previously
of the Debtors
or rejected benefit
employment
care
under the Plan and
incentive
plans health death
as
plans
disability
plans
insurance
plans
plans
and life accidental under the Plan
and
dismemberment
are treated
as executory
to
contracts
and
and
of and
on the Effective
Date
shall
be
assumed
pursuant
the provisions
of sections
in
365
1123
of the Bankruptcy
the
Code
unless
previpusly subject reject before
to
terminated pending
modified or rejected
accordance
the
with
Bankruptcy
to
Code ii
modify or
or
motion or application on
before
list
Bankruptcy
with
Court
the
terminate
or
iii identified to be rejected Confirmation Date
that in shall
is filed
Bankruptcy
Courton
the
As
noted the
above
section
V.C.I Assumption of Executory
all
Contracts
that
and Unexpired Leases
forth
Debtors
assume of
executory
to
contracts
except
those not
are
set
on the Rejection
their
List
or the subject
Motion
Reject
The Debtors do
the
intend
that
any of
Plan
contracts
with
employees Court
or consultants will
including
Key Employee
List or
Retention the subject
approved
by the Bankruptcy
be placed
on the Rejection
made
of
rejection motion
31
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Case 1:04-cv-01565-SLR
Document 125-2
Filed 04/17/2007
Page 18 of 30
Legal Effects
of Confirmation
of
the
Plan
Revesting
of
Coram
Assets
The Plan
Bankruptcy
shall pass liens
provides
that
consistent
title
with sections
all
123a5A
all
and
1141
of the
Code
and
on
the Effective
Date
to
assets
and property
of the Estate
of Coram
Interests
to and vest in Reorganized
other
Coram
flee
and clear of
holders
Claims Allowed
charges
rights of creditors or equity shall
arising prior to the Effective judicial determination
after
Date
of
The Confirmation
discharge
Order
provide
for
and shall constitute
clear that
of the Debtors
liabilities its
The Plan makes
on and
the Effective dispose
Date
Reorganized
free
Coram may
operate
businesses and may use acquire
and
of property Court
of any restrictions of the Bankruptcy
as otherwise
Code
in
the
Bankruptcy
Rules
and the Bankruptcy
limiting the the Effective
except
provided
herein
or
the Confirmation
that
it
Order
incurs
Without on or
after
foregoing
Reorganized
Coram may pay
the charges
Date
for professionals
fees disbursements
and expenses without
application
to the
Bankruptcy
Court
Discharge
Except under the Plan and
in
as
provided
in
the Plan
or
in
the
Confirmation
Order the xights
in
afforded for an interests
and
treatment
of Claims and
discharge
Interests
under the plan will be
all
exchange of
all
complete on
satisfaction
and release of
including
Claims and termination
accrued the
after
arising Petition
or before
the Effective as otherwise
Date
any
interest in
on Claims from the Order of the Equity on or before
or the
Date
Except
provided in the Plan or Date and
Confirmation
cancellation that arose
Confirmation
Interests Effective
will as of the Effective
discharge the debts
immediately
Debtors from of the kind
or
all
Claims or other debts
in section
Date and
all
specified
502g 502h
on such debt
502i
or debt
of the
Bankruptcy
pursuant pursuant
is to
Code
section
whether
501
not
proof of Claim based
is filed
deemed
is
filed
of the Bankruplcy of the Bankruptcy
terminate
all
Code
ii any Claim based on such
or
allowed
to section
502
Code
iii the holder and
other rights as provided judicial
of
Claim based on such debt
security holders
in
accepted
the Plan and In
Interests
of equity
in the
the
Debtors
accordance
with the foregoing
except
Plan or the
as
Confirmation Date
Order the Confirmation
after
Order will be
determination
of the Effective of the
and immediately of
all
the cancellation
of the Equity Interests and the issuance and
liabilities
New
Corani Stock
termination pursuant
to
discharge
of
all
Claims and other debts
against
in
the
Debtors and
Equity Interests and other rights of equity security 524 and
1141
holders
the
Debtors void any
to
sections
of the Bankruptcy
at
Code
and such discharge
that
will
judgment
discharge
obtained of the
against
Debtor
any time
to
the extent
such judgment
relates
Claim
or terminated
Interest
32
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Document 125-2
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Page 19 of 30
Release
The Plan
Debtors and Reorganized
Estates
their
provides
that
in
consideration as
for the
promises and
obligations the
of the
the
Coram thereunder
all
of and on the Effective
Date
Debtors and
the
Committee
Persons claiming
Through
shall
any of the foregoing
to
entities
any of
successors assigns or representatives
all
be deemed
tort
have
waived
or
released
and which and
or they
discharged possessed
rights or
claims whether
prior
to
based upon Date
fraud contract
the
otherwise
or
may possess
officers
the Effective
against
Debtors
attorneys
their present
former directors
assigns
employees
agents representaiives and
its
and
and
any successors provided
in
of the foregoing
and the Committee
or the
agents except
as otherwise
the
Plan the Bankruptcy
Code
Confirmation
Order
Exculpation
The members
Committee
holders of action officers
Plan
provides
that
the
Debtors
Reorganized
Coram
and
their
respective the
directors
employees
representatives released
attorneys
and agents and
and
its
agents
shall
be deemed
by each of them against the other and by the
all
of Claims or Allowed Interests of or from any and and
II liabilities for
claims with
obligations
rights
causes
any
act
or
omission in connection
or arising out
of the Debtors
Chapter
cases
including
without
limiting the generality
of the foregoing
the Disclosure
Statement Plan
the
the pursuit
of approval
of the Disclosure
Statement the pursuit of Confirmation of the Plan or the property and
all
of the
consummation under
the
of the Plan or the administration
for willful
lobe
respects
distributed
shall
Plan except
misconduct
with
such persons
to their
in
all
be entitled to rely upon and under
the
the advice
of counsel
respect
duties
and responsibilities
under the Plan
Bankruptcy
Code
Injunction
The
the hold equity
Plan
provides
as
that
except
as
otherwise
all
specifically
that
provided
for
in
the
Plan or
Confirmation
Order
of the Effective
or
is liability that
Date
is
entities
have
held currently hold or may
Interest
Claim or other debt
security holder
that
discharged
to
or an
Equity
or other
right
of an
terminated
pursuant actions
the terms
of the Plan of any such
will
be permanently claims
in
enjoined debts or
from taking
liabilities
any of the following
on account
discharged
or terminated proceeding to enforce
Interests or rights against the
to
commencing
reorganized pursuant
or continuing or
their
any manner
any action
property attaching the to
or other than
Debtors
Coram
to the
respective
other
any
right in
distribution
Plan
decree
eaforcing
or order against
collecting
or recovering
any manner
their
any judgment property
lien
award
other than
Debtors
Reorganized
creating
Coram
or
respective
as permitted against the
as pursuant
above
perfecting
or enforcing
any
or
encumbrance
setoff
right
Debtors
or
Reorganized recoupment Reorganized
that
Coram
or
their
respective
property
liability
asserting or obligation
of subrogation
of any kind
against any debt
due
to in
the
Debtors or
in
Coram
and with or
commencing
is
or continuing with
any action
any manner
any place
does not comply
inconsistent
the provisions
of the Plan
33
A589
Case 1:04-cv-01565-SLR
Document 125-2
Filed 04/17/2007
Page 20 of 30
The Plan
currently rights
further provides
that
as
of the Effective
suits
Date
all
entities
that
have
held
hold or may hold any claims
obligations
judgments
to
damages demands debts
will
causes
of action
or
liabilities
that
are released actions suits
pursuant
the plan
be permanently
its
enjoined account causes
from taking
any of the following
obligations
against
any
released
entity or
property
on
of such release claims of action
or
liabilities
judgments
damages demands debts
in
rights
commencing
or continuing in
lien
any manner or other proceedings
decree or
enforcing order
attaching
collecting
or recovering
any manner any judgment award
or
creating or
perfecting
or enforcing
any
encumbrance
liability in
asserting or obligation
in
setoff
right
of subrogation
released entity
recoupment
of any kind
against
any debt
due
to
any
that
and
or
is
commencing
inconsistent
or continuing
any action
any manner
any place
does not comply
with the provisions
of the Plan
Rights
of
Action
The Plan
Reorganized Bankruptcy
provides
that
any rights or causes
limitation those
of action
arising
accruing or
to the
Debtors or
Coram
Code
including
without
under
pursuant to the Reorganized
in
shall
remain assets of or vest in Reorganized
settle
Coram
as
Coram
accordance
may pursue
with what therewith Claim
abandon
or release
all
reserved
rights
of action
appropriate
is in
the best interests provides
that
and any
for the benefit distributions
is
of Reorganized
Coram
and
in connection
the Plan
provided
shall
for therein
the
to
allowance of any
the rights
for the
purpose
of voting
to pursue
on the Plan and prosecute
to
and
be without
rights
prejudice
of
Reorganized
limitation
Comm
those
an
the
reserved
of action
including
without
arising
under or pursuant
Bankruptcy
Code
Limitation
of Liability
in
Connection
with the Plan
The
respective
Plan
provides
that
neither
the
Debtors
Reorganized
Coram
to
or
any of
their
members
and
its
officers
directors
employees
or
representatives incur
counsel
or agents nor the
Committee
or
agents
or
shall
have
incurred
for
shall
any
liability in
any holder with
of
Claim
Allowed
Interest
any other Person
any
act
or
omission
connection
or arising out
of
the Disclosure
Statement the pursuit of approval
of the Disclosure
Statement the pursuit of of the Plan or the
all
Confirmation
property
all
of the Plan the consummation
of the Plan
for
or the administration
to
be distributed under the Plan except
shall
willful
misconduct
and
such persons
their
in
respects
be
entitled
to
rely
upon
the advice
of counsel
with respect
to
duties
and
responsibilities
under
the Plan
and under the Bankruptcy
Code
Conditions
Precedent
to
Confirmation
and
Effectiveness
of the
Plan
The
Plan
provides
that
it
shall
not
be confirmed unless
or
and
until
the following
conditions
shaH have
been
satisfied
waived
by
the
Debtors
The
Confirmation
to
Order will be reasonably and
the
acceptable
in
form and
substance
the Debtors
Noteholder Group
34
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Case 1:04-cv-01565-SLR
Document 125-2
Filed 04/17/2007
Page 21 of 30
Corani
shall
have
received
binding
commitment
for
the Exit
Financing
Facility
All exhibits to the
to
Plan are in form and substance
the
reasonably
satisfactory
the
Debtors and
Noteholder Group
The Plan
following
also provides conditions
that
it
shall
not
become
effective or
unless
in
and
until
the
shall
have
been
satisfied
waived
writing
by
the
Debtors
the
Bankruptcy
Court
shall
have
entered
the
Confirmation
Order
reorganized the Plan
Coram have
shall
have
or cash
immediately upon
to
the effectiveness
of
to
shall
sufficient
make
to
all
cash
payments
required
be made on the Effective
Date pursuant
the terms
of the Plan
All conditions Financing
necessary
shall
to
effectuate
Reorganized
or
Coranfs
Exit
Facility
have
been
satisfied
waived
Any
statutory fees
owing
the
U.S
Trustee
shall
have
been
paid
in
full
All other actions the Plan shall or
and documents been
effected
to
necessary
to
implement the provisions
of
have
or executed the benefit
or
if
waivable
waived
by
the Person
Persons
entitled
thereof
The Plan
Administrator evidencing
shall
have
executed
the
Plan Administration agreement
to
Agreement
capacity
the
Plan Administrators
serve
in
that
The Unsecured
with the Plan
Claims Reserve and any applicable
shall
have
been
fully
funded
in
accordance
orders
of the Bankruptcy
Court with
respect thereto
The Effective
Date
shall
have
occurred
on or before December
29 2000
VI iMPLEMENTATION
and
OF
TilE
PLAN
Cancellation
of Existing
Securities
Agreements
The Plan
all
Plan
provides
that
on the Effective
of
Date
except
as otherwise
provided
in
the
securities
instruments impaired
instruments
indebtedness guarantees
the
and
agreements canceled
governing any claims
hereby including
Notes
shall
be deemed
and
35
A591
Case 1:04-cv-01565-SLR
Document 125-2
Filed 04/17/2007
Page 22 of 30
terminated relating
and the obligations
of the Debtors and
each of
their
subsidiaries
affiliates
and
agents or
to arising under
shall
in respect
of
or in
connection with such securities
that the holder the
instruments
agreements
canceled
be discharged
to
this
The Plan
shall
further provides
of any such documents
pursuant
to
provision
have
no Tights against
Debtors or Corain arising
if
from or relating
in the
such documents
except
the right to receive
distributions
any provided
for
Plan
11
Surrender
of Instruments
The Plan
surrender
Free Appendix - District Court of Delaware - Delaware
| File Size: | 1,967.2 kB |
| Pages: | 30 |
| Date: | April 16, 2007 |
| File Format: | |
| State: | Delaware |
| Category: | District Court of Delaware |
| Author: | unknown |
| Word Count: | 9,865 Words, 65,537 Characters |
| Page Size: | 612 x 805 pts |
| URL |
https://www.findforms.com/pdf_files/ded/8917/125-2.pdf |
| Download Appendix - District Court of Delaware ( 1,967.2 kB) |
Preview Appendix - District Court of Delaware
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