Free Appendix - District Court of Delaware - Delaware

Case 1:04-cv-01565-SLR
Coram
9116199 Healthcare Corporation

Document 124-4

Filed 04/17/2007

Page 1 of 30

Page4
Deutsche Baæc Alex Brown

Deutsche

Bank

lI

Fll

market

value

on

the Valuation

Date

all

other

property

contributed

by the other party

to Client

or to the joint venture

For

purposes
in

of

calculating with

Aggregate

Consideration

the

value

of

any
that

securities

issuable

connection
public

Transaction any
last

whether

debt

or

equity
to

have

an

established
will

market

including
Of

such

securities price
in

subject

resale

restrictions

be determined

.on the basis of
fair

the

closing

such

market on the Valuation public market
other property of

Date

and the value
will

securities

that

have of such
faith

no

established or

ot other on such
and

property Valuation Deutsche
to

be the

market
in

value

securities

Date as determined

good The

and

upon mutual agreement
will utilize

Client rate

Bank and
rate
In

Qi

all

present value
in

calculations Street for

discount Valuation
for

equal

the

prime

published the event
or other

Wall

Journal

on

the

Date

the

Prime Rate
contingent discounted connection such
at with

an agreement

Transaction

provides

escrowed

or

payments
the the
shall

Prime

payments over time the present vaUe of such payments in Rate shall be based upon projections developed
Transaction based and upon Deutsche such

proposed be

Bank

fees

in

respect
at

of the

payments of such closing
Section
.3

calculated

present value

and paid

Traflsaction

xpenses
less to of

In addition

to

any

fees that
is

may

be payable
or

to

Deutsche
Client

Bank

hereunder

and regard from time

whether

any Transaction

proposed

consummated Bank
for aU

hereby

time
Of

disbursements out-of-pocket otherwise

to reimburse upon request Deutsche Banks couriseland all incurred
in

Deutsche
of

reasonabe
travel

fees

agrees and

.1

Deutsche any

Banks reasonable
actual or

and other
or

expenses

connection

with

proposed

Transaction

arising

out of Deutsche

Banks engagementhereurider
Deutsche
at

Section terminated by

Termination
either effect to Client

f

nqaciement
or Deutsche

Banks engagement hereunder
time with
that

may be
written

Bank

any

or without

cause

upon

advice to that

the other party provided

however
fee

Deutsche

Batik

will

be entitled to

Its

full

as outlined

in

Section

hereof

In

the event

thatQ
the

at

any time prior to the explratloii of 12 months consummated Agreement
case with
ident

after

such termination
definitive

by Client
during
in

Trarsactjonjs term of this
in

or ii Client enters or during such
that

Into

agreement which
results

12

month

period

Transaction

either

with

any

party

was
or

identifledbyDeutsche
the Seller

Bank

or

entered
Deutsche

into

discussions

Deutsche
fled

Bank

requested

Memo

from

Bankand was

by Deutsche and

Bank on

list.of

parties Which

list

wil

be delivered upon
the provisions of termination

tenat ion
this

hereof

Section

and

of

Sections

and

hereof shall survive

such

Section

Reliance on Others

Client

confirms accounting

that

it

will rely

on

its

own counsel

accountants

and

other similar expert advisors

frlegal

taxand other

sirnilaradvice

Section the right
limitation at

Publicity
its

In

the event
to

of

consummation
its

of

any Transaction
in in

Deutsche

Bank

shall

have

own expense
of

disIose

participation

such Transaction
financial to

including

without

the placement Deutsche

iombstone
that

advertisements have
the

and

other newspapers
publicly the

and

journals

Bank

agrees

Client shall

right

announce

xecution

CONFIbENTIAL

hUn AOO

DEL

012355

A91

Case 1:04-cv-01565-SLR
Coram
9/16/99
Health

Document 124-4

Filed 04/17/2007

Page 2 of 30

care Corporation

Page5
Deutsche SancAlex Brown

Deutsche Bank

of

this

Agreement

with

Deutsche

Bank

subject

to

DeutsÆhe Banks

prior

approval

of the

contents

of

such announcemeni
Section
respective

Score
control

of Responsibility

Neither

Deutsche

Bank nor any
or

of

its affiliates

nor any
cost

of their or.to

persons
claiming or

directors

officers Client for

employees
any claim
arising

agents

shall

be

liable to

Client

any

other

person by

through such

loss
out

damage
of or

liability

or expense

suffered

Client

any

other

person

related

to

Deutthe
out of or or
failure is

Banks
basedl
to act

engagement upOn
any undertaken

hereunder except to.the
or
failure

extent

action at the

to

act

by

dÆim loss Deutsche Bank
of

or expense that other than

arises action faith

an

request or with the consent

Client that constitutes

bad

willful

misconduct

or gross negligence

on

the part

.f

Deutsche

Bank
agrees
to

SectiOn

Indemnity
its affiliates
full

and

Contribution

Client

indemnify

and hold harmless
officers

Deutsche and and
all

Bank and
agents
expenses reasonable preparation
to

and

their respective

control
all

persons
claims

directors

employees
costs

the as

extent

Iaful against
including
all

any and

losses

damages

liabilities

incurred

reasonable

fees

and disbursements
in

of

counsel

and

travel for

and

other

out-of-pocket of

expenses
or
in

incurred

connection

with investigation
litigation

of

and defense

any

pending
or

threatened
with

claim

and any
of

or other
litigation in

proceeding arising therefrom which DeUtsche Bank or any
actual there costs or

whether
Other

not

onnection

pending

or threatened

Indeninified

proposed be

Transaction from

or Deutsche

party arising out person is Banks engagement hereunder

or related

to

any

provided

however
liabilities

shall or

excluded
to

such

indemniflcatlon arising

any such
or act

claims

losses
action

damages
or

Øxpenss

the exfent

out

of
to

based

upon any
at the

Deutsche
of Client
In

Bank
that the

Other

than an action bad faith
the foregoing parties other

or failure
willful

undertaken

act by req Uest or with Jhe consent

failure to

constitutes

misconduct
is

or gross negligence or insufficient

on

the part of Deutsche Deutsche

Bank

event

that

indemnity

unavailable

to hold

Bank

and other
Deutsche
liabilities

indemnified

harmless
indemnified
In

then Client shall contribute
parties proportion
in

to amounts auth claims
reflects

paid

or payable by

Bank
costs

and
and
If

respect

of

losses
the

damages
benefits
fault

expenses
applicable

Such

as
the

appropriately

relative of

received of
Client

by and

law does
in

not permit allocation
with

solely .Qn

the basis

benefits

and Deutsche
JiabilitieC in

Bank

connection

matters

as to which such
considerations in respect
the

daims
subject of

losses
to the

damages
losses

costs..nd

expenses Deutsche
costs

relate

and other

equitable contributions

limitatioh that

any event
liabilities

Banks

aggregate
will

such

claims
actually to the
in
its

damages

and

expenses

not

exceed

amount
hereof

of fees

received by Deutsche CI lent and Deutsche
total

Bank pursuant Bank
or of the

to this

Tranactton
to

Agreement shall be deemed

For purposes
to

relative

benefits that

be

in

the

same
its

proportion

value

received with

contemplated

be received

by Client
to

and/or

security

holders lb

connection

the

Transaction of

bears

10

the

fees paid

Deutsche

Bank

pursuant

engagement
Client

in respect

such Transaction

will

not

without

the

jior written consent hereunder

of.Deutsche

Bank and

settle

Deutsche

Banks engaement
release of

unless such
its

settlement includes
their

any litigation relating to an express complete
control

and

unconditional Officers to

Deutsche

Bank and
with

affiliates

respective

persons
or

directors relating

employees

andaents
settlement

respect

to

all

claims to

asserted be

in suh
in

litigation

Deutsche
all

Banks engagement
such

hereunder

such

release

set forth

an

instrument

signed by

parties to

CONFIDENTIAL

bEL 012356

A92

Case 1:04-cv-01565-SLR
Corarn Healthcare 9116/99
Corporation

Document 124-4

Filed 04/17/2007

Page 3 of 30

Page6
Deutsche Bane Alex Brown

Deutsche

Bank

Section accordance thereof
this

Governing
with

Law
of
triol

Jurisdiction

This Agreement

shall

be governed
to the
conflicts

by and

construed

in

the laws to

the State of
jury with

New York

without

regard

of laws provisions
arising out of

Any

right

by

respect to any claim action

suit or

proceeding

Agreement

or any of the matters contemplated

hereby is.waived

SectIon

10
and

No

Rights

fri

Shareholders
that

etc

Client

recognizes
of

that

Deutsche
is

Bank deemed

has
to

been
be

engaged
behalf of

only by Client
is

and

QlIeæt engagement

Deutsche

Bank
pÆitner
.or

not

on

not

intended to confer rights upon any shareholder
party

or other owner of Client
of
its affiliates

or any
their

other person not
respective directors or

hereto as

against

Deutsche
or

Bank

any

or

any

of

officers

expressly agreed
rely

provided

agents herein as to the Opinion
of
will

employees

representatives

Unless
is

otherwise
to

no

one

other

than Cflent advice

authorized or

upon

Clients

engagement
and
Client

Deutsche
not

Bank

or

any

statements

opinions

conduct
to

by

Deutsche

Bank

disclose

such

statements
required of

advice by

opiniOns or conduct WithOut
limiting in

others

except any
of

Clients opinions

professional

advisors

and except as
to cllenrs

1aw
or of

the the or

foregoing course

or advice

rendered

Board
the

Directors

management
the

Clients

management
recommendation should take
in

as

Bank are for engagement of Deutsche the case may be in evaluating the
to

purpose

assisting

Board

Tranisaction action that

and such
role

do

not

constitute

any

shareholder
with the

of

Client

concerning

shareholder
herein
is

might or
of

connection

Transaction

Deutsche

Banks

that

an

independent

contractor

Section

11

DIsclosure. to

Client

acIcnpwiedes banking

that

DeutscheBank
advisory

and
other

its

affiliates

may have
with

and

may
other

continue than

have investment
pursuant to which
shall

financial

and

relationships

parties

Client

Deutsche
to

Bank
disclose

may

acquire

information
to

of interest to Client
Client

DeUtsche
information

Bank
In

have

no
of

obligation

such

information

or to

use

such

the preparation

the Opinion and

Deutsche

Bank and

its

affiliates

are engaged
advisory
its

in securities

trading

brokerage

activities

as weil

as investment brokerage
the

banking

and

financial

services
affiliates

In

the ordinary
hold positions

course of their trading
for their

and
or

activities of

Deutsche
in

Bank and
equity

may

own

account
that

account
in

customers

debt or other securities of Client or any

company

may be

involved

the Transaction

Section Deutsche
officers
third

12
and

Miscellaneous contemplated
of

In

order to
this

coordinate

thost both
will

effectively

the

activities

of

Client or

and

Bank

by

Agreement Bank

Client

Including inform inthis

management
the

other

directors

Client and Deutsche concerriinga

promptly

other of inquiries
is

of

parties

which

It

receives

Transaction..Nothing
affiliates in

obligate out

or

comit

DeUtsche

1Bak

or any of executed

to

provide any

to Agreement seMces other than as Cet
all

intended

above

This Agreement
single

maybe

two or more counterparts
constittites

al

which

together

shall

be considered
all

instrument

This Agreement

the

entire

agreement and
parties

supersedes
with

pnor agreements
the subject

and understandings
hereof

both

written

and

oral of the

hereto
in

respect

to

matter

and cannot The
provisions

be arnended.or

otherwise to

modified

except
of

writing binding

executed

by the parties hereto

hereof shall inure Deutsche

the benefit

and

be

upon the successors and assigns

of Client

and

Bank

jjn o0058
CONFIDENTIAL DEL 012357

A93

Case 1:04-cv-01565-SLR
CoramHealthcre 9116199 Corporation

Document 124-4

Filed 04/17/2007

Page 4 of 30

Page7
Deutsche Banc Alex Brown

Deutsche Bank

If

you

are

in

agreement

with

the

foregoing
shall

please

sign and
effective

return

the

attached

copy

of

this

Agreement

whereupon

this

Agreement

become

as of the date hereof

Sincerely

DEUTSCHE

BANK

SECURITIES

INC

_______
Drec4v
AGREED TO CORAM HEALTHCARE
CORPORATION

Goldin000S9 CONFIDENTIAL DEL 012358

A94

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 5 of 30

MHWTES OF
OF
TilE

TELEPHONIC

MEETING

BOARD OF DIRECTORS OF CORPORATION

CORAM HEAITHCAR

September 17 1999

telephonic

meeting of the Board
at

of lirectors

of Coram Healthcar

Corporation

the

Company
pursuant

was convened
duly given

approximately
Participating

1000 a.m

MDT

on Friday September
Directors President

17 1999
Donald William
in the

to notice

in the

meeting were the following
Officer

Amaral Chairman
Casey and

of the Board RichardM

Smith Chief Executive
Stephen

and

Richard

Fink

Peter Smith and
in the

Feinberg also participated

meeting as indicated Vice President Counsel and

below

Also participating Officer

meeting were Wendy Larson
Senior

Simpson Executive
and General

Chief Financial Quiner
Senior Curlis

Scott

Vice President

and Paul and
in the

Vice President of the Atlanta
as

Mergers

and Acquisitions

Dennis Bird

Connolly

Neil Batson
participated

Vaughan
meeting

Georgia law firm Aiston

LLP
lept

also the

.ilr

Amaral acted

Chairman

the

meeting and

Mr

Larson

Minutes

The Brown
to

first

item of business
strategic

was

consideration the

of

proposal

to

engage

Deutsche
Services

Bauc Alex
division

assess

alternativesfor

CPS Mr
its

Companys Coram
that

Prescription

Rick

Smith stated that management reconimended
in siiilar transactions

the

engagement

of this finn giveri

experience

and background

were consummated
initial

recently

He

explained stock or

that the strategic alternatives sale

contemplated could entail an party

public

offering

of CPS

Of the division to
the

third

He

stated That the

he would
did

expect

relationship.to

remain in place

between
after

Company

and

CPS
and

evenif

Company

not retain an ownership interest in
other

CPS
of

any potential transaction

This relationship would
the

the

Companys

sales force

among Companys use of CPSs data

involve

things

CPSs use

discussion

ensued

regarding the

the

structure

of the proposed approved

engagement
the

letter

Upon

motion duly made and Bane

secon.ded

Board

unanimously
for

engagement

of Deutsche

Alex Brown tO assess
presented to the

strategic alternatives

CPS on

substantially the

terms set forth in the

materials

Board

of Directors

Peter

Smith joined the meeting

Wendy
Exchange

Simpson
reported

led that

discussion

the

Companys
warning

listing

status

with theNew
the price

York Stock Company hdbØen
strategy to

She

she expected

letter

given

that that

for

common
address

stock

researching

uow gone below $1.00 per share She mOve to the over-the-counter market possible move

had

reported

tim Company
together

and was

putting

such

IJSDC-DE

TLUJSTEE009408 04-1565

A95

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 6 of 30

Minutes of the Board of Directors September

17 1999

Page2

Mr Feinbeig
Ms
Simpson

joined the call

reported

that the over-the-counter the necessary

trading if

medium had no
change

financial

cntena

and

that management would

make

arrangements

were needed

Paul .Quiner was then invited to.provide Aetna Healthcare
bic. privileged

an update

on the

status

of the litigation involving

and confidential

discussion

enstied

Nell Batson
Involuntary

of Aiston
involving

Bird the

was

invited

to

provide

dircussion

of the

statns

of the 1nc

CRN
its

Proceeding
privileged

Companys
cliscussioa

subsidiary

Corani

lesource

Network

and confidential

of this proceedings ensued

Ms
principal that stated

Simpson
debt the

reported

that

the

Company

would

be seeking waivers from proceedinginvolving

its

lenders

under

agreements pertaining

to the involuntary

CRN Mt

Feinberg

wavier would

he

granted

by Cerberus

The

preliminary

opera1ingresults

for the

month of August

were then presented

The impact

of the loss of business
that

from Aetna U.S..Healthcare

Inc was summarized
initiativa

Mr

Rick

Smith explained

Company

management

was working model

on.a

cost reduclion certain

that

wouldbe efiºcted.through

aimband

spoke delivery
staffing

Consolidating

clinical

functionsto

hub

locations

would

peiinit certain

reductions

Mr
and
described

Rick

Smith then reviewed of
its

the progress highlights

of each

of the other

four

areas

of the Company

certain

operating

Ms
Company
space

Simpson
that

stated that the corporate legal
costs..iwere

departments.were

fairly

successful

in coniroiling explained that

their

costs but.stated

higher

than originfly budgeted

She

the

management would

review other avenues for reducing costs such as subletting

unneeded

Rick

Smith reported
.-

on

his

meeting with the consultant

proposed

by

Mr .Feinberg

Dan

Crowley

Mr Smith
Bxecutiye Officer

also reported to address

that Julia

Kopta

was

hired

to serve

as special

counsel for the Chief and the wind-down of

certain

special-projects

such

athe

sale

of

CPS

CRN

He

stated that

her engagement

would

be ona.1imitedbais

hJega1\scott\minutcs.99\board9l7.dO

TRIJSTEEOD94O9

USDC-DE 04-1565

A96

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 7 of 30

Minutes

of the Board .fDiretots 1999

Setember17
Page

Mr
agenda proposed
forth for

Smith explamed
the
.the

that

form of mdemnificatton

agreement

bad

been

distributed

with the
ileing set

Board meeting
purpose

He

explained

that

the

iædethnification to the

agreements

were

for

of providing certainty

relating reballed

Companys
each
at

indemnityprovision

inis .By.Laws
by.the the

Mr

Fink

stated

that

he

that

other that

indemnity

agrements had been

adopted review

Company previouly

Mr

Smith requested

of the members of the Board
the

form

of indemnification agreement

for consideration

next meeting of the Board

There

being no

futther

business

the

meeting was adjourned

at

approximately

11

O5 aim

MDT

h\legal\scott\minutes.99\bonrd9l

7.doc

T1UJSTEEO0941O

IJSDC-DE 04-1565

A97

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 8 of 30

Dynamic
Healthcare Solutions

September 23 1999

Ms

Julia

Kopta

Special

Counsel
Healthcare

Coram
1125

17th

Street

Suite

2100

Denver

CO

80202

Dear

Ms

Kopta
the

Thank

you for sending
is

revised

Consultant but
that

Agreement

As you know
page of the of the

Mr

Crowley

now
he

out of the
left

office

he executed
forward
it

the signature
to

Agreement
revisions

before

and asked

you upon

receipt

have

not talked
is

to

Mr

Crowley to advise
in

him

that

the item regarding

DO
page

coverage already
for

not included

the revised

Agreement

assume

the

two of you have

discussed

the issue ask

With

that in

mind
you

am

enclosing

the signature

DO
Sin

your use
clause

will

Mr

Crowley to

call

directly

regarding

the missing

ely

Assistant

aniel

Crowley

Enclosure

G3623

400

CapItol

Mall

Suite

1250

Sacramento

CA

95814

916.449.6056

916.449.6059

lax

EXHIBIT

_______

A98

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 9 of 30

EP

23

1999

nut

FR

C1

I-EcLT4Zc1

EEC3

572

8799

TO

9191644%59

P.12/28

Attu

Richard

Smith

CEO
2100

Comm
1125

Healthcnre

Corporation Street Suite

Seventeenth

Denver

CO

80202

Facsimile

Number

303

672-8799

For

Consultant

Attn

Daniel

Crowlcy

Chainnan
Solutions

Dynamic 400

1ealthcarc

Capitol

Mall

Suite

1250

Sacramento

CA

95814

Facsimile

916449-6059

Notices
clectronjo

shall

be

given

by with

registered confirmation

or

certified sent

mail

return

receIpt

requested

or

by
receipt

communication

by

registered

or certified

mail

return

requested

CONSULT

Signature

l1Mj

Tb

jJ

CORAM

HEALTI-ICARE

CORP

Printed

Nvne

-_____________________

Title

CIr\NZt1

_____________________

Date

7..3p cc

G3624

CMiPal.Cruwi.iOc

10

Scplcmbfl

99

A99

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 10 of 30

CONSULTANT
This

AGREEMENT
by and Consultant
Healtbcare
located at

Agreement

is

effective

as of

September

iS 1999
hereafter

between

iynamic
Suite

Healthcare Sacramento

Solutions
California

LLC
95814

400 Capitol

Mall

1250

and

Corarn

Corporation

Delaware corporation hereafter

Company
obtain the services

WHEREAS
to

Company
certain

desires

to

of

the

Consultant and

Consultant

is

willing

provide

services

in connection

therewith

NOW
hereto

THEREFORE
do mutually

in consideration as

of

the

promises

and mutual

obligations

herein

the

parties

agree

follows

Scooe

of Services

Consultant

shall

perform by

the

services

described

on

Exhibit

attached

hereto and

incorporated

herein

this reference

Consultant of

shall

perform such
skill

services

in

professional ordinarily or

manner with
possessed by

that

degree

knowledge

and
or

judgment
similar

independent and
the

Consultants
results are to

in the

same

industry

profession and

The
other

services

conform

to the

standards

specifications

requirements

of

Company
The
local services
to

arc

be provided

in accordance

with

all

applicable

federal

state

and

laws

Term

The

services

of

Consultant

shall or

cmmence
upon
notice

upon of

effective termination

date as

of
set

the out

Agreement
in

and 14

terminate herein

on March
is

15 1999
earlier

Provision

whichever

Compensation

and Method

of Payment

For

performing

the

services

specjfied

on
to

Exhibit

attached fee

hereto

and per

incorporated

herein the

Company
first

agmes

pay

Consultant

of

$40000
the for

month
of
the

prorated
first full

month

beginning

September
to the

15

1999

At
fee

beginning the of

month October
the

1999
will

in addition the
last

$40000
consulting

month

of October

1999 be
in

Company

pay

months
15

fee

$40000

which
This

will last

payment payment
the

for the
is

period to fee

of February
in

through
invoice

March
as

15

2000

month

referred

Consultants

the Retainer

Fee
prOrated

In

clarification

monthly

for the

month of February
February

2000

will

be

to

pay

for the period

of February

through

152000

Exhibit

03625

Al 00

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 11 of 30

is

attached

hereto

and
is

incorporated required

herein

setting

forth

Schedule

of

Payment
Officer
set forth

Prior

authorization referred

from
for

Richard any
fees

Smith Chief Executive
in addition the

hereinafter

to as

Smith

amount

herein

In

the

event

Consultant

must

travel for

in

performance

of

work hereunder
Chairman
related in

Company
Consultant
including

shall

reimburse and
airfare

Consultant

Daniel lodging
is

Crowleys meals and

of

reasonable
first

necessary

travel that other

expenses
to

class

and

lodging
all

reasonably

reserved

advance
prier

permit

the

best

rate possible Consultant attached

For
Lhall

personnel
in

of Consultant accordance
as Exhibit

with with

approval

by

Smith policy

be and

reimbursed

Companys

travel

hereto

incorporated

herein

The

Consultant

must submit

travel

expenses

to

Smith

for

approval

for

payment

Reportmnn

and Renorts

Consultant

will

report

directly

to

Smith and provide

reports

as

requested

by

Smith

Agent

Consultant an

in

performing

the

services

as

specified are

in this

Agreement
to

shall

act

as the

Agent

however
in

Consultants manner
are without not

Personnel
the prior

not

authorized

bind

Company

any

written

consent of

of

Smith
for

Consultants purpose
directors

Personnel

considered

employees
is

Company
as

any

whatsoever
officers

Consultants
agents

Personnel and consultants

defined

Consultants

employees

Consultant as the

agrees

to
all

be

responsible state

for administrative

employment
taxes for

matters

such

payment

of

federal

and

local

employment

Consultants

Personnel

Consultants unemployment
including but Short granted

Personnel

are

not or

entitled

to

workers
welfare

compensation
or

coverage plans vision
oft

compensation
not limited to

any employee
stock

pension

benefit

employee Long
to
its

option
Disability

plan

401k
or

health
paid

dental
that ar

Term
by

Disability

Term

vacation

time

Company

employees

Consultant not limited to

agrees

to

hold

Company
attorneys maintain not

harmless

from

any

expenses
result

including

but

to

penalties

and

fees which workers
in

may

from

Consultants
or

failure

withhold the

taxes of

compensation with

coverage

any
state

conduct and
local

on

part

Consultant

accordance

applicable

federal

laws

G3626

AlOl

Case 1:04-cv-01565-SLR

Document 124-4

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Page 12 of 30

Personnel

With
assign

prior

approval

by Smith
personnel reserves

including required the If right

any expense
to
at its

therefore the

Consultant under
to

may
this

Consultants

perform
reasonable

services

Agreement
reject

Company

discretion

accept personnel

or

Consultants
shall

personnel
provide

Company

rejects personnel

Consultants
acceptable or to

Consultant

promptly
shall not

replacement

Company
contractual

Such

personnel with

be

Company

employees

have

any

relationshIp

Company

All

services

required All or

hereunder

shall

be

performed
the state

by

Consultant
shall

or under

its

supervision
authorized

personnel

engaged under

under

Agreement and
local

be
to

fl.ilIy

qualified such

permitted

federal

law

perform

services

Indemnity

The Company
authorized from
fines or to

hereby
permitted

agrees

to the

hold harmless
provisions
all

and
the

indemnify

Consultant
as

to

the

extent

by

of

Delaware including

Code

may be

amended

time and

time

against paid

any and

expenses

attorneys
incurred suit or

fees judgments
by Consultant
in

amount

in settlement

actually or

and reasonably action
out

connection
civil

with any threatened
administrative to
this

pending
or

completed
arising

or proceeding
related to to

whether
services section

criminal

investigative

of

any
this

provided
shall

pursuant
the

Agreement

however

no

indemnity

pursuant

be paid by

Company

except

to

the

extent losses

the for

aggregate

losses Consultant

to

be
is

indemnified indemnified

thereunder
pursuant

exceeds
to

the

sum

of

such

which by
the

insurance

purchased
in respect

and maintained
to or

Company
to Consultant that if
it

remuneration
other final

paid

shall

be

determined was
in

by
violation

final

judgment

adjudication

such

remuneration

of

law
on acount of any of
suit

in

which

judgment
the purchase

is

rendered or sale

against

Consultant

for

an

accounting of
the

profits

made from
to the

by Consultant of

securities Securities state or

Company
Act of

pursuant

provisions

of

Section

16b

of

the

Exchange
local

1934

as

amended

or similar provisions

of any federal

statutory

law
of Consultants
or

on

account

conduct

which

is

finally or

adjudged
to

to

have

been
willful

knowingly misconduct
if final

fraudulent

deliberately

dishonest

constitute

decision

by
is

court not

having lawful

jurisdiction or

in the

matter

shall

determine

that

such on

indemnification

account

of any
or

action collect

suit or

proceeding due

other
this

than section

proceeding and

brought

to
is

enforce

rights

money

under

Consultant

G3627

A102

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 13 of 30

successful

in

such

action

commenced
or the

by

the

Consultant
th

against

the

Company
authorized

or in

against the

any

officer case

director action

stockholder Board

of

Company

unless

specific

by

of

of Directors

on account
to

of any

action

for

which
this

Consultant has indemnified

Company
action

pursuant brought
action

Section
the

subsection for

of any
for

Agreement
of
this

or

on

account
or in

of any defense
than

by

Company

breach

Agreement
this

of any

brought brought section

by Consultant
to enforce

any breach

of

Agreement
for

other

proceeding
to this

rights

or collect

money

due

indemnification

pursuant

Consultant

agrees citation

to

promptly subpoenas

notify

the

Company

in writing

upon

being
or

served with any
other

summons
relating to

complaint

indictment
to

information

document

any proceeding

which

may
other

be

subject

indemnification

hereunder

The Company
defense
notice the

jointly

with

any

indemnifying reasonably
its

party

will

be

entitled to

to

assume

the

of

any
the

proceeding

with
to

counsel

satisfactory

Consultant the defense
for

After thereof

from

Company
not

Consultant of
to

election

so
this

to

assume

Company

will

be

liable

Consultant wider
in

Agreement
defense

any

expenses
other

subsequently reasonable concluded
the

incurred costs

by Consultant
investigation

connection
the

with

the

thereof

than

of

unless

Company
between
or that

and
the

Consultant

have and

reasonably
in

that

there

may be
defen.e

conflict

of

interest

Company may

Consultant be

conduct

of

the

of

such

action

counsel

not

adequately

representing

Consultant

The Company
amounts paid

shalt in

not be

liable

to

indemnify
action or or

Consultant under
effected

this

Agreement
its

for

any

settlement not
settle

of any any

claim
in

withoUt which

written

consent any
the

The Company
penalty or

shall

action

claim

any manner

would

impose Neither
to

limitation

on

Consultant without
will

Consultants

written
its

consent or
his

Company
proposed

nor

the

Consultant

unreasonably
..

withhold

consent

any

seftiement

Conflict

of

Interest

Consultant warrants
direct services or indirect required

that

it

presently conflict

has no
in

interest

and
or

shall

not

acquire the

any

interest

which under

would
this

any manner

degree

with

performance

or

Agreement

Discrimination

Prohibited

G3628

Al 03

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 14 of 30

In

performing

the

services

required

under
basis

this

Agreement
protected class

the

parties

shall

not

discriminate

against

any person
as

on

the

of any

status

The

terms of Section Veterans

Executive 503 of

Order
the

11246

amended
Act of

governing

equal

employment of
the

.opportunity

Rehabilitation Assistance

1973

Section

402

Victim
the

Era

Readjustment and Control

Act of 1974 and with
the

38 U.S.C
and

Section

2012

Immigration of 1990

Reform

Act

of 1986
along to
this

Americans

with

Disabilities

Act

42 U.S.C
are to the

Section
incorprated extent

12101
herein

rules

regulations the parties

promulgated
represent they

thereunder
will

Agreement and

comply

applicable

10

Assignability

Subcontracts

Consultant
subcontract

shall not services

assign
without

delegate the

or transfer prior or written

any

interest

in this

Agreement and
shall

nor any be

consent without

of

Company
consent

attempted

assignment

subcontract

delegation

such

void

Company
subsidiary

may

assign

its

interest

in

this

Agreement
consent

to

successor

corporation

or

or aftuiate

without

prior

written

of Consultant

11

Audits and

Inspections

Consultant with
to respect

shall to
all

make

available

to

Company
by
this

for

examination

all

of Consultants
shall

records

matters

covered

Agreement

Consultant

permit

Company
to

audit

examine and make copies
of
all

excerpts

or transcripts records

from such of
this

records

and

make
of

audits

contracts

invoices data term relating

materials to
all

personnel Agreement and

conditions

employment
shall

and
during

other the

matters

under

This Provision
for

apply year

of
ilnal

this

Agreement under

including
this

renewals

period

of

one

after receipt

of

payment

Agreement

12

Amendment

This
writing

Agreement executed

shall

not

be

altered

changed

or

amended

except

by

instruments

in

by

the

parties

hereto

13

changes

Company
changes which

may

request

changs
increase

in the

scope

of

services

to be

performed

hereunder

Such

including are

any

or decrease

in the

amount

of Consultants compensation and Consultant
shall

mutually

agreed

upon

by
to

and
this

between

Company

be

incorporated

in written

amendments

Agreement

14

Termination

G3629
A__.___.

QQ

Al 04

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 15 of 30

Consultant
if

may
fails

terminate to

this

Agreement

at

any time upon by
Section

notice

to

the

Company
due and

Company
failure

pay
for

the

fees

contemplated of
five

hereof following
failure to
is

when

such

continues

period the

business describing

days such

Companys
Consultant

receipt

of

written terminate

notice
this

from

Consultant at

may

also

Agreement
this

any

time and
nature

upon inch of

notice

Company
not
cured

if in the

Company
reasonable

materially period receipt

breaches

Agreement
the

breah
the

of of

time

considering notice

breach
describing

following the

Companys
breach with

written

from

the

Consultant

alleged

specificity tenninate
this

Company
Consultant reasonable

may

Agreement
this

at

any time upon and
nature

notice

to
is

Consultant

if in

materially period receipt

breaches

Agreement
the

such of

breach
the

not

cured

of of

time
writien

considering notice

breach
the

following

Consultants
with

from

Company

describing

alleged

breach

specificity

Upon
shall

termination

of
deliver

this to

Agreement
other
all

for

any

reason

whatsoever
to

the

Consultant

and

Company

promptly

each

information

provided

each

other

15

Scope

of Anreement

This Agreement
parties hereto

incorporates the

all

agreements
matter into

covenants hereof
this

and
all

understandings such covenants

between

the

concerning have
verbal

subject

and

agreements agreement be
valid or

and understandings
or

been
or

merged

written parties

Agreement
or their

No

prior shall

understanding
unless

otherwise
in
this

of

the

agents

enforceable

embodied

Agreement

16

GoveminLaw

The of
the for

validity the parties

construction hereto shall

and
be

interpretation

of

this

Agreement
in

and

the

rights

and
the

duties

governed
regard
to

by and
that

construed

accordance of law

with

laws

of

State

of Colorado
to

without

states the

conflict

Sections
shall

The be

venue
in state

any

lawsuit court

interpret in

or enforce

any of

terms of

this

Agreement agreed
to

or

federal

located

Denver

Colorado

unless

otherwise

by

the parties

17

Arbitration

G3630

Al 05

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 16 of 30

Any

controversy

or

claim

arising within

of or
sixty

relating

to

this

Agreement
to

or

the

breach

thereof

which cannot be
be extended
to

resolved

60
shall

days of
be

notice

the

party

which

period and

may

by mutual
the

agreement

settled

by

formal

arbitration

binding

pursuant

commercial The

arbitration arbitration parties

rules shall in

Rules
conducted
with

of
in

the

American

Arbitration

Association
single

AAA
selected rendered

be

Denver

Colorado Rules having

with

arbitrator the

by both by
the

accordance
entered shall

the

AAA
court

Judgment
jurisdiction to the the

upon

award The

arbitrator

may be

in

any

thereof

completion of any
arbitrator
civil

of binding
action in

arbitration

be

condition

precedent
to enter

commencement
decision

any
shall

court

of competent
its

jurisdiction

final

of

the

Each

party

pay

own

costs

and expenses

18

Restrictive

Covenant

Disclosure understands

and and

Use
agrees

of

Confidential the assets

Information

and

Trade and

Secrets Secrets and

Consultant
as defined not

that

Confidential

Information

Trade
entities

below

constitute to

valuable

of

Coram

and

its

affiliated

may

be
that

converted Consultant or
at

Consultants not
directly

own

use

Accordingly
at

Consultant
during the

hereby
this

agrees

shall

or indirectly

any time
to

Term of
as

Agreement

any time

thereaiter

reveal

divulge any of

or disclose

any Person
in

defined

below
with

not any
at

expressly

authorized activity after the other date

by

Coram
that
this

Confidential

Information the for

connection
this

business
all

than that

Coram

Throughout
terminates

term of

Agreement

and

times

Agreement
or disclose

any reason of

Consultant
to

shalt

not and

directly shall not

or indirectly

transmit such

any Trade
directly

Secret

Coram
for

any Person
or for

make use of
the prior
is

Trade

Secret of

or indirectly parties either

himself and
rights

others
this

without

written intended

consent

Comm
does not

The
alter

acknowledge

agree

that

Agreement
obligations

not

to
or

and

Corams
law

or

Consultants
trade secrets

under
trade

any

state

federal

statutory

or

common

regarding

and

unfair

practices

anything from

herein

to the

contrary

notwithstanding

Consultant that
is

shall required

not to

be
be
in

restricted disclosed the event notice prior

disclosing court
is

or using order

Confidential

Information

by law
disclosure

or other

legaiprocess
Consultant

provided
provide

however

than

required

by so

law

shall

Comm

with prompt
order

of such
to

requirement required

that

Coram may seek
by Consultant

an

appropriate

protective

any such

disclosure

Confidential
business
its

Information
clients that
is

means
the
is

all

information

regarding efforts

Coramn by Coram
practice not but or

its

activities

or

subject not

of

reasonable disclosed but shall

to

maintain
to

confidentiality not

and

that or

generally

by
that

authority the

persons of

employed Secret and

contracted

by

Coram

does

rise to
is riot

level

Trade

Confidential
data

Information

include

limited

to

financial business

plans

concerning

Coram

management
studies

planning

information
or strategies

plans

operational

methods market
or

marketing
lists

plan
details current

product
contracts

development
current

techniques anticipated

plans

customer

of

customer

and

customer

requirement

past

and planned

G3631

Al 06

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 17 of 30

research

and

dveloprnent

business

acquisition shall the

plans

and

new

personnel
that to

acquisition

plans
generally

Confidential
available

Information
to the public

not include
act

information has of
the

has

become
such

by
any of

of one who

right

disclose definition equivalent

information
not limit state

without any

violating

right

or privilege

Coram
or

This any

shall

definition

confidential

information

term under

or federal

law

Person
limited

means any

individual

or

any corporation
or other entity

partnership

joint

venture

liability

company

association

or enterprise

Trade
limited

Secret to

means
or

all

information

without data

regard

to

form including
pattern process

but not

technical

nontechnical

formula

compilation
financial

program
financial

device plans

method
plans

technique
distribution

drawing
lists

data

product

or

list

of

actual

or
or

potential available

customers
to the public

advertisers

or suppliers

whichis

not

commonly

known

by

and

which

information
generally

derives

economic

value
readily

actual

or

potential

from not being

known who

to can

and

not being

ascertainable

by

proper means
or

by

other
is

persons
the

obtain that

economic
are

value

from under

its

disclosure

use and
to

subject

of

efforts

reasonable
the

the

circumstances
Secret

maintain item of

its

secrecy

Without

limiting that State

foregoing

Trade

means
under

any
the

Confidential

Information law of
the

constitutes

trade

secrets

common

law

or statutory

of

Delaware

Additionally
to

Consultant

may

consult related

with
to the to

Companys
Aetna whih
in the

law

firm Folger described
in

Levin Exhibit privy

Kahn

provide

consulting

services

lawsuit

Any
as

privileged result

attorney-client his consulting prior

communication
assistance
is

Consultant
strictest

may

become
and

of

to

be

held

confidence

may

not be

disclosed

without

express

written

authorization

of

the

company

Confidential

Information

may

not

be

copied

or

reproduced

without

the

Companys

prior

consent

Nonsolicitation relationship constitutes

of between

Protected

Employees and each of

Consultant
its

understands

and
as

agrees defined

that

the

Comm
asset

Protected

EmplQyees
to

below

valuable

of

Coram and may not be converted
agrees or that

Consultants Period
as

own use
defined or
as

Accordingly

Consultant hereby
shall

during on of
or

the

Restricted

below
Principal

Consultant
or

not

directly as

indirectly

Consultants Person

own

behalf

RepresentativeProtected enter into

defined to

below
his other

any her

or otherwise

solicit

or

induce

any
or to

Employee employment

terminate

employment

relationship

with

Coram

with

any

Person

G3632

Al 07

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 18 of 30

Protected time within

Bmployees

means employees
prior

of

Coram who

were

employed thereof

by

Coram

at

any

six6

months

of

this

Agreement

or termination

Restricted

Period means
for

the

entire

period

f time

that

the

Consultant

is

contracted

by

Coram

and

period of one

year

after

termination

of

this

Agreement

Principal venturer
representative

or

Representative

means
trustCe

principal director

owner
officer

partner

shareholder

joint

investor
or

member

manager

employee

agent

consultant

Restriction

on
the

Relationshins relationship asset

with

Protected

Customers and each

Consultant of
its

understands

and

agrees
constitutes

that

between of

Coram
and

Protected Consultants Period or

Customers

valuable

Coram

may not be converted
that during of
the

to

own

use

Accordingly
shall

Consultant hereby without
the prior or as

agrees

Restricted directly

Consultant on
divert

not

written Principal divert

consent

Coram

indirectly solicit for the

Consultants take

own

behalf

or Representative

of any Person Customer provided Customers
the six

away

or

attempt
or selling

to solicit

or take

away
as

Protected

purpose
that

of providing
the prohibition

Competitive covenant

Services

defined to

below
Protected

however
with

of

this

shall

apply only

whom
months of he was

Consultant immediately
this

had

Material the

Contact
termination

on

Corams
of
the

behalf

during

preceding

consultancy with on

hereunder
Protected

For purposes Customer behalf and
the if

Agreement
business

Consultant had with
the

Material
Protected

Contact

had

dealings

Customer
the dealings or

Coraxns

he

respOnsible

for supervising or

or coordinating

between

Coraxn

Protected

Customer
Protected

he
as

obtained
result

Trade of
his

Secrets

Confidential

Information

about

the

Customer

association

with

Coram

Protected
services or

Customers
solicited to

means
sell its

any

Person
or

to

whom

Coram
the

has six

sold

its

products
prior to

or the

products

services

during

months

termination

of

the

Agreement

19

CompanyPolicies

Consultant including

agrees

to

abide to

by

but not
Conflict

limited

the Companys Code of Business

employment

guidelines

and

procedures

Conduct Sexual Harassment
to

Drug Free

Workplace

of

Interest

etc

in effect

from time

time

20

Notices

All notices writing

including as

notices

of address change

required

under

this

Agreement

shall

be

in

addressed

follows

For

Company

03633

Al 08

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 19 of 30

Attn Coram
1125

Richard

Smith CEO
Corporation
Street Suite

Healthcare

Seventeenth

210C

Denver

CO

80202

Facsimile

Number

303

672-8799

For Consultant

Attn

Daniel

Crowley Chairman
Solutions

Dynamic Healthcarc
400
Capitol

Mall

Suite

1250

Sacramento

CA

95814

Facsimile

916
by with

4496059

Notices
electronic

shall

be

given

registered confirmation

or

certified sent

mail

return

receipt certified

requested

or

by
receipt

communication

by

registered

or

mail

return

requested

CONSULTANT
Signature

CORAM HEALTHCARE

CORP

______________________________________

_______________________________________

Printed

Name

_______________________________

________________________________

Title
____________________________________________ _____________________________________________

Date

_________________________________________

__________________________________________

G3634

Al 09

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 20 of 30

EXffiBITA

SCOPE OF SERVICES

Assist in development planning
initiatives to

and

participate

in

the implementation function and

of strategic
results

improve

the

overall

and

of the

Company and

its

operations

including
in

payer

provider

strategy

Assist in development Consult with

and

participate

bank presentations
regarding

directly

Folger Levin
Healthcare

and Kahn
Corporation
to the

Aetna
matters

Healthcare-

Coram

and

related

towards

effectuating

resolution

acceptable

Company
and

Assist in development Disposition of

and implementation

of

plan for the closure

Coram Resource Network Inc
Smith

Such

other project as assigned by Richard

G3635

AllO

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 21 of 30

EXBIBITB

Refer

to

attached

Contract

Payment

Schedule

G3636

Alli

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 22 of 30

EXHIBIT

DYNAMIC
CONTRACT

HEALTHCARE
PAYMENT

SOLUTIONS

SCHEDULE

PERIOD OF SERVICE

AMOUNT
20000.00

DATE TO BE PAID

September 15-30

1999

24-Sep-99

October

1999

40000.00

24.Sep-99

November

1999

400O0.00

1-Nov-99

December

1999

4000000

1-Dec-99

January

2000

40000.00

3-Jan-99

February

1-15 2000

20000.00

2-Feb-00

February

16-March

15

2000

40000.00

24-Sep.99

Specitied

date

or date

agreement

Is

executed

whIchever

Is

later

G3637

Al 12

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 23 of 30

M11WTES

OF

TELEPHONIC

MEETING
OF

OF THE BOARD OF DIRECTORS

CORAM HEALTRCARE CORPORATION
October 27 1999

telephonic

meeting
at

of the Board of Directors approximately Aniaral William
the

of

Comm
the

Healthcare

Corporation

the

Company
the

was convened
Directors

545 p.m
Casey

MDT

Participating

in the

meeting were

following

Donald

Chairman of
Peter

Board

Richard

Smith

Chief

Executive

Officer

and President Larson

Smith Richard
President

Fink and Stephen General Counsel and
also

Feinberg
Secretary participated

Scott

and

Douglas

Sullivan of

Companys Senior th San Francisco law
acted as

Vice

firm Folger
the

Levin and

Kahn LLP

in the

meeting

Mr

Amaral

Chairman of

meeting

Mr

Larson

kpt

the Minutes

The
Aetna and

first

order of business was

an

update

on

the

litigation to

between
the

the

Company

and

U.S
the

Healthcare

Inc

Mr

Amaral
in

invited

Mr
the

Sullivan

describe

progress of the case and
confidential

Companys
regarding

strategies the

pursuing

litigation

privileged

conversation

matter ensued

Mr

Sullivan

then

left

the

meeting

The next item of business was
Smith regarding and
his

review

of discussions

the

Company had
from

with Richard he

employment with the

Company
invited in the

Mr
letter

Fink summarized the conversations

Mr

Rick

Smith
his

had

Mr
was

Amaral then
articulated

comments
sent

Mr

Rick

Smith
to the

and

Mr

Smith

stated

position

fully

by

his

attorney

Board of

Directors

Following

discussion

about this matter

Mr

Rick

Smith exited

from the call

Mr
departure
retained

Amaral then took
Following

roll

of the persons remaining of this
roll

on the Amaral

call

to

verify that

Mi
the

Rick Smiths
had of
the best

completion

call

Mr

stated to

Company

David Balabanian
departure
to

of MeCutehen
privileged

Doyle
and

Enerson

Brown

negotiate

the terms regarding

Mr

Smiths

confidential

discussion

ensued
that
it

appropriate interests

of the
in

way Company to
which
he

address

Mr

Smiths

situation

The

Board determined
as

was

in the

treat

Mr

Smiths
the

departure benefits

one

in

which

Mr

Smith had

resigned
as if his

but

one

would

receive

of

his

employment

agreement

employment were involuntarily

terminated

With the departure
the

of

Mr

Smith

as

Chief Executive Officer

Officer

Mr
Rick

Amaral explained on an

that

Company wQuld
until the

need

new

Chief Executive permanent
resolution

He

offered

his services

interim

basis

Company
seconded

could find
the

replacement

for

Mr

Smith

Upon

motion

duly made and

following

was unanimously

adopted

EXHIBIT

Al 13

Case 1:04-cv-01565-SLR
Minutes October Page of the Board of Directors

Document 124-4

Filed 04/17/2007

Page 24 of 30

27

1999

RESOLVED
interim
is

that

Donald

Amaral

Chairman of
its

the

Board of Directors
to

shall his

return

as

Chief Executive and

Officer of the

Company and

subsidiaries

serve until

successor

duly elected

qualified

The Board then discussed

the

process for searching
to

for

new

Chief Executive Neil and

Officer about
for

Mr
the

Amaral explained
candidate
if

that

he

had spoken

an

executive

search specialist
available

Maslin

identifying

Mr

Feinberg

offered

that

Dan Crowley was

qualified

assigmnent

the

Board so chose

The

Board then discussed
acceptance

the

appropriate

disclosure

of

Mr

Rick

Smiths

departure

and

Mr

Amaral

of the role of interim

Chief Executive

Officer

There

being no

further

business

the

meeting was

adjourned

at

635 p.m

MDT

Respectfully

submitted

Scott Secretary

Larson

L\LEGALASCOTI\M1NUTES.99BOARDO27.DOC

Al 14

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 25 of 30

Dynamic
Healthcare

So1utions

290ctobLr1999

Don Amaral
JiairmanoftheBoard Coram Iealthcare 1125 l7thStreetSuite2IQO Denver
Colcirado

80202

Dear

Don
to

It

must be sad

you

to
is

see the ultimate outcome exactly the
really

at

Coram for Rick

he conducted
dealings
getting

himef
what

The way

way

that to

have

experienced him in
just

Maybe

my own
into

he
it

wanted

ao was

maneuver himself

out and

doing

with severance

Don

am certain

that

you
In

are

aware

that

Rick and
to

have
that

six

month
like to

crisis

management

contlact

place

want ycu

know

would

with this project appointing
right

help you

and
to

begin the restructuring

process

Why

not think

about

me
It

away
around

work for you to be responsible forgetting this going for you would be fun to work with think could make this you and
next

come
Then

in the

two2

to

four

quarters

and

get things

stabilized

we

could decide what the rIght direction

longer term shOuld

be

Discuss

Sincerely

ZjLQY
6anieID.Crowey
Chairman President

CEO

ICO

Capiwl

Mall

Suite

12.50

SaCraTnencO

CA 95814

916.419.6056

916.449.6059

tax

1VN

nnnrrn

JUL1620e1

12z9

P.9

All

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 26 of 30

CONFIDENTIAL CORAM HEALTHCARE OVERVIEW FOR OF DIRECTORS

BOA

November 1999

Corarn

is

highly
is

Ieverg

There
its

is

and Coram IDoney

virtually
It

no

free

cash

to

operate of

the

finn

currently

pik4ng

debt

will

need

$1O-$20M

new

Coram
use
calls

is

cash user
in

CPS

is

expected could

to

use

$3M

in

$4-5M

Q4

cash in
in

and

Q4 R-Net
to this

will

litigation

use another

$1M

from vendors

e.g

Cardinal for

$2

Q4
add

Unexpected
drain

cash

in

Q4

could

Corams
despite

EBITDA
seasonal

has declined

significantly

Q4 EBIThA
to

will

be minimal

advantages

and 2000 can be expected

be worse than 1999

Corams
$120M
days

Accounts

Receivable

AR
$120M
of

has
is

and aging There
is

$75M

of the

old

been deteriorag The-AR over 60 days old $48M is
and prior period

is

over

120
hit

likelihood

write-down

earnings

Coram perations
tactical

are out of control
its

It

lacks

Strategic
plan

plan making

Operating

or

operations

chaotic

No

exists for

IT

Corams management

is

commuter
of

and

iying implementation Comms
distribution
in

decisionmaking

is

diffij

chanes
business
is

core

Home
that

Infusion
to

an un-integrated The business
of
is

combination
held in 88
in

companies

of six

merged
located

form Coram
regions

centers

in

consisting in the

$460M

sales
in

the

NorthEast

12DM

12DM
the

in

Central

$108M

South

Westand $ll2M

Field

and Corporate
this

overhead

is

high
of

adding
the

9%

to

total

With

product revenue

costs
is

cost

approximately

$A6OM
of the

home

infusion

red Coram

in

the

total

reorganization

work

itselfis

needed

has

failed

at

HMO
and

and Managed
in

Care

R-Net

is

Aetna USflealthcare
that

in litigation
tiling

with

an involuntary

bankruptcy

from

could upend

the entire firm

Apj

CONFIDENTIAL
CRO\VLEY
0082

Al 16

Case 1:04-cv-01565-SLR

Document 124-4

Filed 04/17/2007

Page 27 of 30

NSTEpTEpS
Given

litigation number of locations asset and lack of cash flow Coram does not

dispositions

failing

business

unit

represent

normal

assignment

Coram

will

not be successful turnaround

at

recruiting false the start

qualified

and

experienced destroy

CEO
to

sufficiently to

could

be

fatal

Coram

and

any opportunity

save

firm

Dynamic
consulting

Healthcare
assignment

Solutions

DHS
Interim

will

enter

into

twelve

as Crisis Manager include

12

month
Interim

to facilitate

management team
Resources

turnaround

could

and Marketing

CEO CFO

Systems

Human

As
will

CEO

of

DHS

Daniel

Crowley

an experienced

lead the

turnaround

professional

restructuring

The

Coram Board
to

and

debt holders
the result at

will

provide

DHS
Board

authority defend

improve and
its

Coram

with sufficient day
will fully

to

day

DHS

The

indemnify and
or future

individual

team members

from any

current

litigation

As

Crisis

Manager

DHS

will

work

to

restructure

Coram

value

to

to

maximize

its

Restructuring

will to

require debt gain sufficient

holders

to

forebear

and covenants
issues

interest

amortization
operational

time to work

through

Corams

DHS

will

work

to

deliver

crisis

intervention
the

plan to maximize operations
in the

rationalize

cash earning and
for

business

various

business

units

Coram
core

plan

to

normalize
in

day
to

to

management

place

go

day business operation forward

with

valid

go

forward

business

strategy

and

anoperating

plan

CROWLEY

0083

Al 17

SEC

Info

Coram Healthcare Corp Case 1:04-cv-01565-SLR 10-Q

For 9/30/99

Document 124-4
Help

Filed 04/17/2007
Please Sign In

Page 28 of 30

Page

of 55

SEC Info

Home

Srch

My

Interests

jgjn

Coram Healthcare Corp
Filed

10-Q
Accession

For 9/30/99
Number
950134-99-10145

On

11/15/99

SEC
in

File 1-11343

this

filing

Show
for

docs

searched
for

and

every hit

Help..

Wildcards

any

letter

many

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Does

and

or

Text

nywhere

near
Issuer

As Of
11/15/99 Coram

Filer
Healthcare Corp

Filing

On/For/As 9/30/99

DocsPgs 998

1OQ

Quarterly

Report

Form 10-Q
of Contents

Fifing Table

Document/Exhibit 10-Q EX-10.1 EX-10.2 EX-I0.3 EX-10.4 EX-10.5 EX-10.6 EX-10.7 EX-27 Form

Description

Pages 1999 Smith
Ainaral 16 16 16 13

Size 202K 13K 18K 15K 68K 62K 62K 62K 9K

Ended September 10-Q for Quarter 30 Letter to Prime Vendor Agreement Agreement Between the Company and Richard Agreement Amend
No.2 Employment Agreement Agreement Employment Employment Agrmnt Richard Wendy Joseph Agreement Donald Smith Simpson Smith

29

Employment Agreement Form of Indemnification Financial Data Schedule

10-Q

Form 10-Q

for Quarter

Ended September 30 1999
of Contents

Document

Table

sequential

alphabetic2

1St

Page
Financial Statements

Alternative Business

Formats

RTF XML

et

al

Item

Strategy Business

Caremark
Securities Series Series 17

Business

Caremark

ExchangAgirnnt

Change
Defaults hibi

in Securities

and Use of Proceeds
Securities

Notes Notes

Upon

Senior

Rpofls on Form 8-K
Affecting

Item

Managemnts
Condition Strategy Affecting

Discussion

and Analysis of

of

Factors

Recent

Operating

Results

Financial Business 18 Factors
Interest

and Results

Operati
Results

Financial
Interest

Statements

pense
Discussion

Recent

Operating

Legal Proceedings

20 25

expense
Quantitative

Managements
and Qualitative
Disclosures Financial

and Analysis

of

Item

Condition

and Results

of Qperations

About Market Risk Item Item 26 Item Item Legal Proceedings

Other Information
Quantitative

and Qualitative

Disclosures

About

Changin
Defaults

Securities

and Use of Proceeds
Securities
to

Market Risk
Securities Series

Upn_Senior

Exchange

Agreement

bmission of Matters

Vote of Security

Notes

http//www.secinfo.com/dsvrp

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Coram Healthcare Corp Case 1:04-cv-01565-SLR 10-Q

For 9/30/99

Document 124-4

Filed 04/17/2007
Series

Page 29 of 30
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Page

of 55

Holders Item 27 Item Other
Iiifoxriiaticm

Notes of Security

Submisn of Iyiite
Holders

Exhibits

and Reports on Form 8-K

http//www.secinfo.com/dsvrp.69Te.htm

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Coram Healthcare Case 1:04-cv-01565-SLR Corp 10-Q

For 9/30/99

Document 124-4

Filed 04/17/2007
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Just 1st

UNITED

STATES

SECURITIES

AND

EXCHANGE 20549

COMMISSION

Washington

D.C

FORM 10-Q

MARK ONE
TO SECTION 13 OR REPORT PURSUANT QUARTERLY OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED OR TRANSITION OF FOR THE REPORT THE PURSUANT TO SECTION ACT
13

15d

QUARTERLY

SEPTEMBER

3O4
OR 1934 TO

15d

SECURITIES PERIOD

EXCHANGE FROM

OF

TRANSITION

COMMISSION

FILE

NUMBER 1-11343

CORAM HEALTHCARE Exact
name of Registrant
as

CORPORATION specified in its

charter
Download Table

DELAWARE

33-0615337 of Employer Identification

State

or

other

jurisdiction

I.R.S

or organization incorporation 1125 SEVENTEENTH STREET SUITE 2100 CO executive

No

DENVER Address
of principal

80202

offices
Including Area

Zip Code Code

Registrants

Telephone

Number

303

292-4973

Indicate required 1934 during Registrant filing to be was

mark whether by check filed by Section 13
preceding to the
12

the or

15d

Registrant of the

has

Securities

the

months such
90

required for requirements number
as

file past

or for such shorter has reports and Yes No days IX
of was the

all reports Act of Exchange that the period been subject to such

filed

The par

of

shares

outstanding

Rqqjstrants

Cbmmon

Stock

$.OOl

value

of November

10

1999

49597376

http

//www

secinfo.comldsvrp.69Te.htm

4/15/2007

Al 20