Free Appendix - District Court of Delaware - Delaware

Case 1:04-cv-01565-SLR

Document 124-12

Filed 04/17/2007

Page 1 of 30

Minutes

of the Board of Directors

May 172000
Page

Mr
would
they be

Scroggins

described valuation

two-phase range
the

work

schedule

that

would
of

result

ir-i

various analysis
that

recommendations
presented

and
at

for the

Company
for their

The

results

Chanin
He
and that

meeting of
the

Board

of Directors

held during July

2000

dded
the

had

begun would

receiving

information
their

necessary ultimate

due

diligence

data

received
future

be

used

to prepare

valuation with for the

debt

capacity
to

The

discussion

continued valuation

and analsis of its Company methods tht Chanin summary of the
of the

would employ

derive

bottoms

up
ask

Company
the
that

The
undertaking

Board

was

invited

to

questions

regarding

analysis

Chanin
in
its

would be
industry

discussion
that

ensued regarding

the values

of comparable companies be seeking
the advice of

the

Mr
legal

Crowley added

Company
the

management

would

finncial

and

advisors.throughOUt matters

process

To

that

end David
alternatives

Friedman

Esq was invited

discuss

various

regrding possible

restructuring

privileged impact the valuation

and

confidential

discussion including

followed

regarding pending

the in

various
tax

items bet

that

may
the

of the

Compan
Revenue
into the

the mitter
It

court and

een

Company

and

the

ntemal

Service analysis

was

explained

th

this

other

possible

contingencies

wouldbe

factored

of any restrueturir

alternatives

The
such as the

discussion application the

then of

turned Sttrk

to

certain

regulatoty the

requirements ailioili

affecting

the
II

av
It

and

ongoing
that

of

the

public

th ornpany compan
witl
its

exception counsel meet been
the at

under Reed

Star.k

law

was
to

reported determine

management
pes of regarding

.iad

worked

legal to

Smith Shaw company by Reed

McCla

hai
ensued

equrty the

ould
legal

be

rquired
that

public

exception Smith Shaw

discussion

opiniorn
to

had

provided the

McClay

copyof which
regarding

was

distributed

prior to to

meeting
to

Various
equity
in

information

was discussed
the public through

how much

debt

the .wuld

Board have

be

restr.ctured

orderth were what

satisfy

company
the sale

exception

of Stark

II

assuming
This the year

various

amounts
also

of procecds
considered

achieved

of

the

CPS
at

business

presentation 2001 so
that for

amounts of equity
or equity II

would

be

available

the end not

additional

restructuring with

raising Various

activities

would were

imnieiately

be

required
the

ongoing

compliance would
be

Stark
for

aernathes

discussed

egarding

amount of debt

that

required

conversion

OTHER BUSINESS
In discussions regarding he privileged

and

confidential

discussion

Mr

Marabito

described of Price

s..ettlerneflt

and
lawsuit

the

Compariy members

attorneys

had

with

representatives

\Vterhouse
These

the

presently

pending

between

the

Compny
in-house

and

Price

Waterhous
how
Price

representatives

included
the

of Price

Waterhouses
including

legal

department
of

TThe Board Wterhouse
various included

was apprised of
VICWS
the

discussions

that

transpired

description

case for

and

what

settlement

pospecjs
cost

were

available

The Board The

discusseI

strategies

pursuing

an

appropriate

effective

Outcome

discussion

COR.-EQTy 0014745

A331

Case 1:04-cv-01565-SLR

Document 124-12

Filed 04/17/2007

Page 2 of 30

Minutes

of the

Board of Directors

May 17 2000
Page

consideration
cost to effective

of other counsel such and
efficient in

as

contingency the

attorney

that

could

pursue

the case

in

manner on behalf of

Company

The

Board directed

Mr

Marabito

pursue

the case

such

manner and provide subsequent

progress reports

Next
Healiheare Board and

Mr

Marabito copy were

provided

description

of the settlement
to the the

agreemen

with

Aetna
of

U.S
the

Inc
the

of which
invited to

was

distributed

Board

of Directors

Members

of Directors

ask questions about resolved
to

seconded

Board

unanimously

accept

Upon agreement confirm and adopt

motion duly made
the settlement

agreement

as presented

STOC1 OPTiON AWARDS
The
grants

Board
certain

next

considered of
the

Mr
set

Crowleys

request

to

approve

additional

stock review

option and

to

members

Companys
forth

senior

managemnt
attached
the

team
hereto

After and

consideration duly

of the recommendations
the Board

on

Exhibit

upon

motion

made and seconded

unanimously

approved

following

resolution

WHEREAS
Corporation
for the

the

Company

maintains

the as

1994

Coram the
and
interests

Healthcare

Stock

Option/Stock

Issuance of

Plan

amended

Option

Plan
of

purpose
with

among

others

providing designed
to

management
align interests

the Board

Directors officers

compensation and
certain

tool

the

of Company and
its

employees

others with

the

of the Company

stockholders

WHEREAS
President
this the to

the

Chairman

of

the

Board
to the

Chief

Executive

Officer

and

has submitted
that

recommendation provides value
for the

.CompensationCommittee
shares

of of

Board of Directors

grant of opt ions to purchase stock

Companys
the

$.00l Plan
to

par

common
persons

the Comrnpn names
are
set

Stotk
forth

pursuant the
list

Option

certain

whose

on

attached

hereto as Exhibit

and

WHEREAS
recommendation
President Exhibit and has of

the the

Compensation

Committee
Chief options

has Executive
to the

accepted Officer
listed

the

Companys Chairman
the grant of such
and conditions terms

and on the

approved
the

persons Exhibit

under

described

on

Recommended

Options

NOW
Recommended
Option confirmed Plan and

THEREFORE
Options
that are to listed

BE

IT

RESOLVED
Company
hereto
is

that

the

issuance Stock

of

all

purchase on

shares

Common
hereby

under the
ratified

Exhibit

authorized

adoptd

and

COR-EQTY 0014746

A332

Case 1:04-cv-01565-SLR

Document 124-12

Filed 04/17/2007

Page 3 of 30

Minutes

of the Board of Directors

Ivlayll2000
Page

FURTHER
President Secretary

RESOLVED
Vice

that

the

Chairman
any

Chi

ef Executive

Officer or

and
the

any
of the and

Executive

resident

Senior-

Vice each

President hereby

Company
directed
to

the Authorized

Officers
and deliver

authorized

empowered
all

make
and

execute
all

ii bthalf
the

of the or

Company
of
the

stock.option

agreements

other

agreements
to

ccunats

certificates

deemed

necessary

appropriate

or

expedient

effec

h.iuance

Recommended

Options and

FURTHER
Company Company
agreements out the
is

RESOLVED
authorized
all

that

each

of and

the

Au.horizecj

Officers

of

the

hereby take

empowered
actions

directed for and on behalf

of the

to

such

other as

and

execute

al

such

other

documents
to

and

certificates

may be necessary
resolutions

appropriate

or expedient

carry

intent

of the foregoing

AMENDMENT
Next
the

TO DYNAMiC HLIIICARE
discussed firn proposal

SO QJLC ENGAGEMENT
regarding

the Board

made

mo

dificaiions
1-1

to

the

engagement

of

health

care

consulting

iwnea
for

Crole
such naodiications

Dnarrnic
and
in
the-

althcare

Solutions

LLC
the the

The
role

Board
that

discussed

the reasons Healthcare

distuon

ensued regarding
operations

Dynamic
Thereafter

Solutions

LLC

plays

day-r-day
he

of

Company
the

upon

motion

dy made
21

and

seconded

Board unanimously approved

following

resolution

WHEREAS
resolution Solutions appn.ving

on-

December
the

1999

this

Boa-d

of Directors Dynamic
consulting President

adopted

Ccrnpanys

L.L.C

Dynamic

engagement health carc Heairhcare
Officer

Healthcare firm

owned

by the Companys Chairman

Chief Executive

an
tJe

WHEREAS
Healthcare providing
in services

the

Company
with

has

been

utilizing

seriices

of Dynamic
has with

accordance and

such
to

terms

and

Dynarriic
in

J-Ieahhcare consistent

been
the

resources

the

Company Cnnpanv

m-artner

Employment
Executive

Agreemeni

between

the

an J-

ts

Chairman

Chief

Officer and

Fresident

WHEREAS
relationship activity

certain

changes

to to

tie the

Healthcare anticipated levels resources

have

been

proposed placed

due
the

higher on.the

th.an

of

and by

demands

by

Company

0nsult0fltS

and

provided

Dynamic Healthcare

under

theenQagernent

WHEREAS
charged
for the the

the

proDosed of
rtain

chanaes consukants
certain

include

increases

to

the
to

daily

rates

services

renderina
direct

serVices

the

Company
by
the

and

include

reimbursernen

of

coss
office

reasonably
jj

incurred with

Dynamic

1-lealthcares

Sacraeno

California

connection

COR-EQTY

0014747

A333

Case 1:04-cv-01565-SLR

Document 124-12

Filed 04/17/2007

Page 4 of 30

Minutes

of the Board

of Directors

May 172000
Page

performance outlined

of

consulting hereto

services

for

the

Company

and

such

change

are

on ExhibkB

and

\rIIEREAS
Healthcare
rates

this

BOard desires
access
to

to

continue of

the
its

relationship

with
at the

Dyri

amic

and

maintain herein

the

services

consultants

proposed

described

NOW
of

THEREFORE
Healthcare and

BE
the

IT

RESOLVED
outlined

that

the

ongoing

engage
is

Dynamic

on

terms

on

txhibit

hereto

meni hreby

approved

adopted

confirmed
or and
the

FURTHER RESOLVED
each
and an

that
is

any

Senior Vice

President

Secr

etary
for

Authorized Officer
the

heieby take
all

authorized such as other

empowered
actions

ditecteczl
all

on behalf of

Company
and
intent

to

and

execute

such
or

documents
expedient

certificates to carry

agreements
of these

may

be

necessary
forth

appropriae above and

out the

resolutions

as set

FURTHER
Officer and
is

RESOtVED
empoered
actions

that

the

Chairman
President
for

of

the

Board
each

Chief

Exec

utive

President

the Executive

Vice

and

Authorized
the

Olficer

hereby take

authorized
all

and directed
execute appropriate
at this
all

and

on behalf of documents
to

Comany
and
ntent

to

such

other

and

such

ceriificaie

a2reements of any

asmay

be

necessary
or aciions

or expedient of
the

carry out the

resolutions

adopted

meeting

Board of Director

Finally meeting

the

Board
in

discussed

date

for

its

next

meeting

it

was determined 1100 a.m

that

the next

would be held

New

York on July 12 2000 beginning

at

EDT

There

being

no

further

business

the

meeing

was adjourned

at

1015

a.m

MDT

Respectfully

submitted

Sc

itT Larson

Secretary of the Meeting

COR-EQTY

0014748

A334

Case 1:04-cv-01565-SLR

Document 124-12

Filed 04/17/2007

Page 5 of 30

EXHIBIT
Board of Directors Compensatb01 Committee

Stock

Option

Mvard Recommendation
stock
to grant ant

On Feiruary
SeniOr

12000

the All

Board
options

of Directors
that

approved
available

option

seaI members
at that

of

Management
an

were

were

disbibuted

time

On March 312000
the

additional to

349000
approve

will grants

become
to the the
it

available

forredislributiOfl.Iamaskiflg additional.mernbers
at

Compensation

Committee

following
total
is

of Senior
the reserve

Managementfor potential

am not new
this

requesting at the the

redistribution

of

amount

this the

time as

be
for

hires

executive

level
of the

Also

requested
to

that

committee
1/3 are at as

approve

purposes of
the

of

grant

acceleratiOn

vesting schedule
list

1/3

1/3

the.end follows

of each

three

annivrsaries

of

the

grant

The Recommended

and

options

Options

Awarc_e

flfle

Dom

Mºffe

President Vice Vice

CPS
Clinical Field

40000
Services

Kate Douglass Dave
Periy

President President

40000 40000 40000 40000 40000

Evans Bernocchi

Finance OperationS

Senior Vice Consultant
Consultant

President

RonMills

Dan Smithson
Gait

Carton

Acting President

Cfl Network

Inc

25000

265000
Total

Requested

Sincerely

Daniel

Crowley
President

Chairman CEO and

Approved

Peter

Smith

Dali

Stephen

Feinberg

Date

COR-EQTY 0014749

A335

Case 1:04-cv-01565-SLR

Document 124-12

Filed 04/17/2007

Page 6 of 30

EXHIBIT

TERMS OF ENGAGEMENT SOLUTIONS OF DYNAMIC HEALTICARE PROPOSED

LLC

Present

Daily

Rate

Prposed

Daily

Rat

name

of.ProfessiOflai

500.00 Kurt

600.00

Davis 1000.00 1250.00

Ron Mills

750.00

750.00

Dan Smithson

The Compaiy
incurred

shall

reimburse person

Dynamic
in

Healthcare with the

for

the

reasonab1 policis

out of and

pocket

by each

such

accordance

applicable

procedures

expenses of the

Company
The Company amount of the
providing and
shall diret

also reimburse costs incurred

Dynamic
by

Heaithcare

on

monthly

basis

for

the reasonable office
in

Dynamic

Heahhcars
in

ScramnIo
witF

California

administrative

and

professional
to

support

connection

the consulting

services

other resources

furnished

the

Company

COR-EQTY

0014750

A336

Case 1:04-cv-01565-SLR

Document 124-12

Filed 04/17/2007

Page 7 of 30

LAW0FFIC
RICHARD
ra

LA

ILTHEIMER d-

SOUTH

WACXCR

DRIVC

CHICAGO
lEt FAX

WHOIS

32
312

715000
7IS.-Ooo

Junel2000

Daniel Chairman

Crowley and Chief Executive Corp
Street Officer

Corarn Healthcare 1125 Seventeenth

Suite2lOO

Denver Colorado 80202
Dear

Mr

Crowley

This firm represents Richard
shares

Haydon who

lathe

beneficial

owner

ofa sIgnificant number

of

of Coram Healthcare

Corp

Coram

or the

Company
Annual Report

We

note

that

the

Companys most
with

recent

SEC
and

Form 10-K
Notes

states

that

Coin
additional material

is

currently

in discussions

the holders

of the Series would

Series

regarding

restructuring portion

of those Notes
debt into

Such

restructuring

likely include

conversion

of

of

this

some

form and

amount

of equity

However

managements

discussion Stanley

and

analysis

does not reveal that one
is

of the members of the Board Compensation
holder

of Directors
recently

Mr

Feinberg who

also the
is

chairman of
directly

the

Committee

that

approved

your new employment

contract

or indirectly

of such Notes

Inthe

event surely

that

you and the Board
interests

persist

in

efforts

to

convert

the

Notes

into

equitywhich
please

would
advised duties

almost that

dilute the

of the existing shareholders
transaction carefully
it

such as

Mr Haydon

be

we

will scrutinize

any such

We

remind you that the fiduciary where any

of the Board
the

under Delaware
interest

law preclude
except

from approving any transaction
limited

member of
for

Board has an

in certain
that

circumstances

We

will

seek redress

any violation of those

fiduciary duties

causes

harm

to the shareholders

of the Company

Rio

ard

Levy

Date/121

RFLtjl

cc

Mr

Richard Haydon

jiir 1________
WASHINGTON
ISTANBUL

CHICAGO
KYIV aRATISLAVA

D.C WARSAW SHANGHAI BUCHAREST

PRUE
LONDON

603031.1

A337

Case 1:04-cv-01565-SLR

Document 124-12

Filed 04/17/2007

Page 8 of 30

MiNUTES

OF

TELEPHONIC

MEETING

OF Till BOARD OF DIRECTORS OF

CORAM HEALTH CARE
June

CORPORATION

2000

Atelephonic

meeting
to

of

the at

Board

of

Directors

cf Corani

.ealthcare Pnicipating the

Cor-poration the

Company
were Officer

was

called

order

appoximaeIy

105

p.m

MDT
of Stephen Executive

in

the

meiing

the followinj

Directors

.DanelD -Crowley
inara William
absein Finance Allen

Chairman Casey

Eoard

ChLef
nd

Executive

and President

Donald was

Feinberg
Vice Vito

Sandra
ScOtt

Smoley
Danitz Vice

Peter Smith Senior Vice

Mrabito
Chief

Presidnt

President

and John

Accounting

Officer Vice

Ponzo

Jr Senior
Gerald

President

Human

Resouces
Controller

McItre
Wright
Counsel Fred Vice and

President

Treaury
participaied

Reynolds Larson
meeting.

Vice President

Rodney
Geneial

President Secretary of

Reimbursemni
also

and Scott
in

Senior VicePxesidenL Also
participating in

the

te mee

gwere
TOrtes
a..t ri

Leeb
Friedman

Rei
1.L

Smith

Shav-v

McClay
Morrison of

-LLP

David

Friedman Alex

of

Kasowitz Benson
AIr

and

Christina

Deutsche kept
the

Ban

J3ro%vn

Cr\lev

ac

CJarpv

or

t.y

nietn

ancl

Mi

Larson

minutes

The primal item of busmes
and
sale the relatcd the

re

ev of th

teni

cfi

sei

Purchas
to

Agreement

Marketing

of

Compan

Seryccs Ccram Prescnp Rauner

and Transition

Services ces

Agreeniens

in

Ser%

5sinss
was Leech
the

PS
to

relating
to

he

proposed formed

to
surrxmary
to in

affiliates principal privileged

of

01CR
of

Golder
the

LLC

Mr

Leech

invited

pioide

of the
in

terms and

proposed
al

transaction

Mr

then

proceeded
ci

dscribe
thie

confident

discusion
for the

terms 0r

transaction

forth

Eecuti
the A5set

Summary
Purchase
this

which he had povided Agreement
and were included
fair to

Board of Directors
and warraniie
also sizes

Mr
that

Leech

explained
typical

tiat

representations both sides

of

t-ansaction

of

nature

He
the

explained

thn

the

agreemnt
and

included

indemnification indemnification

provisiens obligatio1s

and

described

of

the

related

sskets

.caps

on

the

The assumed The by

Board
the

asked

questions and

regading
liabilities

among
be

cther

thitigs

the

liabilities

tlat
th...e

would be

buyers

what

would

excluded

and

retained

by

Company
of

Board

asked

questions of management

Mr

Leech
the

Mr
role

Friedxxia of
the

and

Ms

Morrison

Deutsche

Bank

Alex

Brown

The Board
stated

discussed buyers

defined
to

terr
an..Y

Excluded
cap on the

Liabilities and

Ms

Morrison
that

thatthe

would

not be

likely

accept

amount

of indemnifiation

would be associated

with any of

Excluded

Liabi1itie

The
obligations
certificates

discussion

then of

turned
the

to

the

Marketing

Services A.nreement

Agreement
\ere
aisn

and

its

terms

The

and

benefitE

Maseug
Company

Servirs

presented
certificates

Copies of
assessed the

executed

by

certain

officers

were discussed

Thns

COR-EQTY

0014752

A338

Case 1:04-cv-01565-SLR

Document 124-12

Filed 04/17/2007

Page 9 of 30

Minutes June

of the

Board of Directors

72000

Page2

Companys
of such

ability

to

perfonn were

its

obligations
to

under

the

Marketing Sevices of the Board
c.5

Agreement
prior

Copies
to

certificates

distributed

the

members

Directors

the

meeting
to the to

The Agreement
the

discussion This

then

turned
the

closing

conditions
that

contained

in

the Asset

Purchase

included consents
the

consents
to

assignment landlords

would

be required of
the

from customers

of

CPS

business of

related

the

and

the consents

Companys

lenders

The

consents

Company

lendLs

it

was

explained

would

be icquired

on or before June

30 2000

Mr

Leech

then

outlined
that

the

terms

of

the

non-compete
for

provisions

of

the

Asset

Purchase

offered Agreement and

they

were customary

transactions

of

this

nature

The
Transition
the

presentation Services

then

described
.l

and

discussed
that

the these

CompaiiSs
services

obligations be

under

the

Agreemeflt
begins
rates to

was explained
stzh tasks being

would

provided
the

during

time

that

CPS

perform the

on us own ani contemplates
provided

that

Company

would

be paid hourly

for

services

Next
members
would

the

terms

of

the

retention re

nd
scissed with

success
It

fees

that

had

previously those

been

offered

to

of CPS management

wa

er.ort

mi

Compan

obligations

be rescinded

contemporaneously

the

consummation

of the transaction

Next
discussed
transactions

the

liquidated

damages

provision

included

in

the

Asset
that

Purchase had been
that

Agreement
used Deutsche price
in

was other

The
with had

Board which
the

members
they

discussed been
that

various

ltcmatives

had

involved
fees in the

Ms
range

Morrison reported
of then
in

Bank
were

Alex
mandard

Brown
for

experience of
this

2%-3% of
discussed
thc

the the

purchase liquidated

transactions Board of

nature with
the-se

The

Board

damages
for
to

prOViStOB promoting closing
alternatives the liquidated

The

discussed closure

participating the

meeting various
reuegotiating
to

alternatives

wiuile

certainty

preventing
directed

buyers

from

the

price buyers
either

prior

After
for

discussior
the

the

Board

management

present

to

the
to

other

liquidated

dctrnages altogether

pecificall or
to

mdrIa.eneriI
it

drcted

remo

damages

provision

make

reciprocal

Thereafter

Deutsche call

Bank

Alex Brown

and

transaction

counsel

from Reed

Smith Shaw

McClay

left the

Mr
had been

Danit.z

was
to

then

irrrited ic

review
tr

the

gain calculation

for

the

CPS

traisaction recent

that

distdbutd and
the the

the

Board prior
of
the

the

meeting
cash

sumrnaly of

CPSs

financial

calculation
gain

estimated and

proceeds of the

were presented

to the

Board

The

performance Board

discussed
to the

calculations

application
the

CPS

cash

proceeds

Management

rsponded

Boards

questions regarding

discussion.

COR.-EQTY0014753

A339

Case 1:04-cv-01565-SLR

Document 124-12

Filed 04/17/2007

Page 10 of 30

Directois Minutes of the Board of June

2000

Page3

In branches

oth.r in ihe of

business State Health of

Mr
Care

CrvIey He

appised
reported

the

Rard

of

psible
frorri the

rcident

at

certain

Florida

that

surveyors

oiiL

Commission
in

on
the
that

Accreditation operations
it

OrgafliZ30flS branches located

had

dntified
State

crtairt

p.ttential

deficiencies

of the CompinyS
the
situation

in.the

of Florida
as

Managrnen1

reported

would

monitor

and

take

appropnat

action

necessary

There

being

no fdrther business

the meeting

was

adjournec

at

approimately

240 p.m

MDI
RespecthillY submitted

Scott Secretor

Larson

COR-EQT

0014754

A340

Case 1:04-cv-01565-SLR

Document 124-12

Filed 04/17/2007

Page 11 of 30

JUNUTES

OF

TELEPHONIC

MEETING
OF

OF

TIlE

BOARD OF DIRECTORS

CORAM

IEALTIICARE
92000

CORPORATION

June

telephonic

meeting
called to

of

the at

Board

of

Directors

of

Cram

Iealthcare

Corporation
in the

the

Company
were
Oflicer the

was

order

approximately

1235 p.m

MDT
of
and

Participatin_g the

meeting

following

Directors
.1

Daniel

Crowley Chairman
William Allen and Vice

Board

hief

Executive

and

President Donald
Peter

Amral
absent

Casey
Marabito

Sandra It

Feinberg

andL

Smith

were

Executive

Smcley Stephen Vice Prsident Scott
Mcintyre
T__ Vice Senior Also

Danit

Senior Vice

President Gerald

Finance

Chief Accounting
President

Officer John and
Scott

President Treasury Vice President
in

Reynolds

Controller also participated

Larson
rneeting

General
the

Counsel were
Tories

and
Fred

Secretary Leech Friedman

in

the

participating

meeting

of Reed

Smith

Shaw

Mc3ay LLP

David Hughes
Larson

Rosner

of Kasov.itz Banc

Benson

LLP
as

and

Christina

Morrison
the

nd

Out

of Deutsche
kept the

Alex Brown

Mr

Crowley

acted

Chairman

of

meeting

and

Mr

minutes auction of of
the

The
the sale

m.eering

began

with

asummary of
Services

the

events

chat

had

transpired the

dwiig
ka-uner

the

Companys
of such

Corm
business then

Prescription to

business

CPS
of
the they

and

ultimate

t.egotiation

two
to

newly
discuss auction
that

formed

affiliates

GTCR

Golder
the

LLC

Ms Ms
that

Morrison
.Banc

was

invited

in greater process received the

detail

terms of

engagnent
for the the

of Deutsche

Alex

Brown

and
the

the

that

were

managing
regarding

Company
those

Morrison submitted

teviewed
bids

parties the

information

busiress

and

how

buyer

entered

process

Ms
undertaken
analysis

Morrison
in

thin

outlined

the
their

financial fairness

analysis opinion
that

that analysis

Deutsche She be
legal that that the

Bnc IJex
explain

Brown
that the

had
full

connection set forth in

with
the

ed

was

fairness

opinion She and
offered

would
that the

delivered

the
that

Company
had been

immediately
negotiated standard within analysis

following the

this parties

meeting were
typical

documents
agreement
an

among

reasonable

and

included

many
was

provisions
the

includinga

liquidate4
in

amages
similar

provision transactions the

induded

mount
that the

that

range

of amounts

used

other the

She .epained vieWed

fairness prices

performed

demonstrated 353.6 was would
all

that

iahe of

CPS

business

rarrge

of of

fair

between
that the Fairness

326

and

million Accordingly
fair

Deutsche
of.riew

Bank Alex Brown
to the

ws
Sle

the

opinion
that the

transaction

from

financial to

point the

Company
the

added

Opinion
to

be

transmitted

Company

following

meecin.g

and

would

be

made

available

members

of

the

Board of Directors

Mr

Crowle-y the other

opened

the

meeting

for

questions the

from

the

Board

of

Directors

to

Ms

Morrison and

professionals

atiending

meeting

Afier

discussion

motion was then

C0R-EOTY

0014756

EXHIBIT

ct

____ 5/oY7

A341

Case 1:04-cv-01565-SLR

Document 124-12

Filed 04/17/2007

Page 12 of 30

v1inutes

of the Board

of

Directors

June Page2

2000

made

to

accept

and

approve and
the

the

transaction

and

the

related

resolttilonS

approving

the

Asset
in

Purchase Agreement
the

related

Mnketing

Serices

and

TransitiOn

Services

Agreements

forms presented coninued
at

The
estimated explained

discussion-

on

the

motion

with June cash

review

of

the

cain

calculation

and
It

cash
that

proceeds

that

were
all

presentsd the

the

C.00
ptoceeds

rteedug

of

the

Board
applied

was
the

substantially

.stirnted

ne

would

be

to

Companys

debt had
occurred

Mr
2000 damages Leech

Leech was

iiwited

to

describe

the the

negotiatiflS discussions

that that to the

following
the

the

June

meeting

Mr
the

Leech

described

occurred

regarding prior that to the

Iiquidate

provisions
stated that

copies buyer

of which had
deal

were

distributed

Board
provisioa

meeting
prevent

Mr
lhe
as

insisted during

upon
the

adding of

would

Conipany
condition then

from
to

shopping
the

the

pendency

the

Asset
the

Purchase Agreement

accepting that the that

liquidated that with

dmages
were

proposal made were of

by

ompany
this

Ms
of

Morrison

offered

provision1

presented

staniard

for

type

%ransactiOfl

Mr

Rosner

added

he agreed

the .sscssmerit

Ms

Morrison

was repoed
were
transmitted reported in the to the that

that

the

Asset

Ptrchase

Agreement

end

the

revised

provisiOns their find

thereof
It

ienerai Counsel of Cerberus and
that

CerberusFiflaflCI3

artnrs fo
thet

review any

was

further

th

General the

Counsel

stated
-reftecteit

he

did

not

significant for

omissionS
transactions

documents nature of

documents

sandari
that

agreement Feinberg
that

provisions

of

this

Funherincre
the
tarsus

Mr

Ciowley

reported

Mr.-

had

provided Feinberg

him

his

written

approval with
the

ofthe

1ransactionaS as

now modified and
at

Mr

stated

satisfaction

tenns of

the

transaction

presented

this

time

There Board having

being been

no

fimither

questior.s

or

discussion 10

of such
the

matters

and

the

questions

of

the set

responde.ito

th

motion

approve

tanactions

and

the

resolutions

foh

bel9w

was seconded

and unanimouslY

approved

WHEREAS Comm
indirect corporation benefit

Healthcare

Corporation

the

Company
Inc
and pharmacy
Prescriptibii

through

its

wholly

owned

mbsidiary
operates business

Curaflex specialty

Health mail
as

Serices

Delaware pharmacy the

Curafiex

ordet

management

services

known

Comm

Services

Business

WHEREAS
determined
assets
it

the

Company
best to the

as

the

ultimate

parent to

Company of
sell

Cucaflex
all

has of
the

to

be

in the

interests

of

Curaflex

substantially

ofCuraflex

related

Business the

Transaction

COR-EQTY

0014757

A342

Case 1:04-cv-01565-SLR

Document 124-12

Filed 04/17/2007

Page 13 of 30

Minutes

of the Board

of

tilt

etors

June9 2000
Page3

WHEREAS
have
upon
receipt

in connection

with

the Transaction

the

Company

and

Cwafle

of

advice
it

from

their financial
interests

advisors ot the

with Deutsche

Ban

Alex.BrOWfl
to enter as Seller into

determifl.ed

to be

in.the best

Company
Curafex

and
the

Curafie

an Asset

PurChase CuraScxipt

Agremeflt Pharmacy
Guarantor Purchase

by and

beten

Company
Inc

Guarantor

Inc

CuraScript

PBM

Services

anc

GTCR
with
all

Fund
of

VI
the

L.P.
Exhibits

as

Buyers
io the

the Purchase Agreement

Agreement
the

togetheit

collecthely

Purchas

Documents

and of and

VHEREAS
Comany
Company
undei
the

in

connection
it

with in

the the

Transaction best
interests

the

directors Curaflex

th
th
ancl

hae
to

determined
the
full

to-be

of of

guaranty

performance as well as

and
the

compliance Tranition

Curaflex3

obligation

Services the

Agreement

the.PwchaSe

Agreement

Marketing
to

Services

.Agreemeftt nithe

contemplated

by

Purthase

AgreemenI

Section

pursuant

l.9

Purchase

Agreement the

Guaranty
be
and

NOW
hereby is
in
all

THEREFORE
respects

BE

IT

RESOLVED

thaz

the

Guaranty

Lt

apjxoved

RESOLVED
in

FURTHER
of
the Purchase

that

the

form

and

content and
it

c.f

the

Guaranty
is in
all

set

fort

Section

11.9a

Agreement be

hereby

respect

approved Chairman
President

RESOLVED
Officer the

FIJRThER
the

that

the Vice

of

th Board.Chief

Executive

and

President of and
the

xeeutivOE

Vice any Senior

President

Secretary

Company the
for under

Authorized.O.ffiC.ers behalf

be and each
to

hereby da.d by
itis

authorized deliver

directed desired Purchase

and on

of

the

Company
the

snake

execute
to

and
the

if

the corporate

seal

of

Company
form
as

attested

Secretary
together shall

Agreemneflt therein an1

substantially

in

the

presented .tithorized

herewitlin

with such
the

changes
execution evidence

and

addiiions

thereto

such

Oflicr

approve

delivety

thereof

by such

Authorized

Officer

CO

constitute

conclusive

of such

approval

RESOLVED
is
authorized action

FLJ1THER
directed to execute
for

that

the

Authorized

Officers

he and each hereliy
to

and and and

and

on

behalf

of

the
all

Company
other

take

any
ins

and

ant1

further

and
for

deliver

any and
behalf carry

agreements
as

uments
or
ii

certificates

documents

and or
to

of
out

the the

Company
Guaranty

in the

his

er

opinion

may be necessaiyer and

desirable

and

Transactic2n

Documents

COR-EQTY

001475B

A343

Case 1:04-cv-01565-SLR

Document 124-12

Filed 04/17/2007

Page 14 of 30

Minutes

of

the

Board of

Directors

June92000 Page4

RESOLVED
taken by
the

FURTHER
be
and

that

any

an

all

actions with

heretofore t1e

and

hreafter

Authorized DqcurnenlS

Officers

in they

connection

Guaranty an4
in all

and

the

Transaction approved-

hereby

are

raified

rspects

Approval

Of

tbe TransitiOn
in cOilUeCtitfl

Services the

Agreement

and

the

Marketing of
the

Srvices
of the

Agreement
Business

with

Sale

of Substantially

AU

Asset

WHEREAS
Company
and h4ve

in

connectTioæ
it

with in the

the best

Transaction
interests

the the

directors

of

the

determined

to

be

of

Company
the

Cu-aflex
tion as

Corrn

Inc by
the

Cl
the

to

enter

into

upon

the

closing

of

Transac

contemplated and between and and
the CuraScript

Purchase

Ateement
on
the

Transition

Services CuraScript Services the

Agrceirxieat

by
Inc

Compary and

one

hand and

Pharmazcy

PBM

Inc- nr

the other

band the by and Inc and

Transition

Agreernent

Markeng
one

Services

Agreement Pharmacy

beveen
CuraScript

Company

an
on

hand

d.CraSccpt
SelvicC5

PBM Inc

Cl on tHe other

hand

the Marketing

Agrexnnt
BE IT RESOLVED
Services

NOV
content

THEREFORE
Transition

FURTHER
and of
thc the

that

the

fo

rm and

of

the

A2reement

VI.3rketing

services oard of

Agreement Directors

presented

at

the

June
in all

2000
respects

meeting

Companys

and each hereby is

approved

RESOLVEEFUP.THER
is
authorized if desired Transition in

that

the

Authorized

Officers

be and each
to execute
to

hereby
deliver

and

directed the

for

anti

on

behalf

of
the

the

Conpany

andi
its

and
the

under

orporate

seal

of
and

Compan

attested

by

SecretaIY

Senics
the as

Agreement
heretofore Authorized Authorized

the

larketing
with

Services

Agr-eemeflt
ther

substantially additions delivery

forms such

approvcd Office
Officer to

such

changes
ihe

in

and and of

thereto thereof

sall approve
constitute

execut5on
eicI1enCe

by such

conclusive

such

approval hereby and
all

RESOLVED
is authorized action

FURTHER
directed for and and for or

that

the Authorized beh.lf

Officers

be and
to

eacl-i

and and

on

of

the
all

Company
other

take

anr

further

to execute

deliver

any and
behalf to

agreements
as

instrumeflts
ip or

cegificates

and

documents be
the necessary

and

on

of
carry

the

Company th

her

opinion

may
and

desirable

out

Transition

Services

Agreement

Marketing

Services

reemert and

COR-EQTV

0014759

A344

Case 1:04-cv-01565-SLR

Document 124-12

Filed 04/17/2007

Page 15 of 30

Minutes
itine

of

the

Board

of

Directors

92000

Page5

RESOLVED
taken by
the

FURTHER
Officers

tha.t

any and

all

actions

heretofore Transition

and

hereafter

Authorized
Services

in connection

with
they

the

Services and
in

and
all

the Marketing
respects

Agreement

be

and

hereby

are

ratified

approved

FURTHER
authorized such
other

RESOLVED
and
execute directed
all

that for

each

.AuthOriZed
behalf

Officer

is

hereby
take
all

empowered
actions

and on

of tha

Company
the

to

and

such or

documents
to

certificates carry

and agreements
intent

as

may

be

necessary adopted

appcopriate or actions taken

expedient
at

out

of

any

this

meeting

of

the

Board

of Directors

resolutions

There

being no

further

business

th

meeting

was

adjourned

at

approximately

1250

p.m

NDT
RespecfIillY

submitted

Secretary

COR-EQTY

0014760

A345

Case 1:04-cv-01565-SLR

Document 124-12

Filed 04/17/2007

Page 16 of 30

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A346

Case 1:04-cv-01565-SLR

Document 124-12

Filed 04/17/2007

Page 17 of 30

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A347

Case 1:04-cv-01565-SLR

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Page 18 of 30

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Case 1:04-cv-01565-SLR

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Case 1:04-cv-01565-SLR

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Case 1:04-cv-01565-SLR

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Case 1:04-cv-01565-SLR

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