Free Appendix - District Court of Delaware - Delaware

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 1 of 30

Coam
c/c

Healthcarc

Dctsche
2000

nc

Coiporation

Alex Brown

March Ptgt2

CVS

ProCare

Dennis urlon

Phone

401-765-I500X2090
401-765-7803

Fax

David

Rickard

EVP CFO CVS Corporalioti

Phone

401-765- 500 X3660
401-765-7803

ax
Zenon

Lankowsky
Corporation

VP

General

Counsel

Pltone

401-765-1500 401-765-7887

X3SSO

CVS

Fax

Blwards

Angel
Graham Phone
401-274-9200 401-276-6611

Christopler

X6579

Fax
Patrick

Rogers

Phone

401-274-9200 401-216-6611

X6690

Fax

CROWLEY
iw_GoIiathCvr Ltr.DOC/coHA

0100

cGE.4
4c T0TFL pnGE.e4

A301

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 2 of 30

MINUTES OF

TELEPHONIC.MEETINC OF

OF THE BOARD OF DIRECTORS

CORAM HEALTHCARE
March

CORPORATION

2000

telephonic

meeting
at

of

the

Beard

of Directors

of Coraui

Flealthcare in

Corporation the

the

Company
the following

was convened
Directors

approximatelY

930 n.m

MST
of
the

Particip.tilg

meeting were
Officer

Daniel Aniaral

Crowley Chairman
\Villian

Board

Chief

Executive Peter

and

President

Donald
Allen

Casey
Vice

Stephen President

Feinberg

Smith and
the former

Sandra

Smoley

Maiabito
the

Executive Vito

Wendy
President

Simpson
Fluinan

Chief Financial
Scott

Officer of

Company
President
Scott

Ponzio senior Vice
and Chief

Resources

Danitz

Senior Vice

Finance

Accounting President

Officer General

John McIntyre
Counsel

Vice President
Secretary Healthcare acted
as also

Treasury
participated

and
in

Larson Senior
Also
in

Vice

and

the meeting
Christina

attendance

were

Kurt

Davis

of Dynamic

Solutions

LLC
the

and

Morrison Larson

of Deutsche kept

Banc.Alex

Brown

Mr

Crowley

Chairman

of

meeting

and

Mr

the minutes

.CPS

AUCTIONUPDTE Ms
Morrison serices
that

was

vited Coram
since the

to

report Prescription

on

the

status

of

the

sale

of

the

Companys

prescription the
that acrioris

division taker pursue

Services
to the

CCPS Ms
Board

Morrison described
the

had been
to

her

last

report

and

identified

two

parties the

were continuing
that

acquisition

of

the

CPS di isbn

Ms

Morrison

outlined

proposal

had

been

made
to

which

had been

distributed

CVS Corporation subsidiary of by one of the parties She stated Bonidmembers for review and discussion the
to

copy
that

of
the

other party the

was not yet prepared
the

submit an offer her

Ms

Morrison report

responded Morrison

to

the questions

of

Board on
after

CVS

proposal
to the

and completed

status

Ms

departed

from the

meeting

responding

Boards

inquiries

REVIEW AND APPROVAL
The
meetings of next
the

OF MINUTES
was
that

FROM PRIOR MEfl1NG
and consideration
to the

item

of

business
Directors

review had been

of

the

minutes

from prior motion duly

Board of
the

circulated

Boacd

Upon

made and seconded
and February

minutes

from

the

prior

meetings

of

thc

Board dated

December

21 1999

10 2001 were

uiiaæimotslyapproved

as presented

DISUSSION OF

CS

PROPOSAL
of by
the the

The Board resumed of
the

its

discussion

CPS

auction and and

the

CVS
tO

proposal
the

An

analysis

proposal

that

had

been

prepared

management
benefits

distributed the

Board was reviewed
and

and

discussed

The

Board considered

of accepting

prpposal

compared

and

COR-EQTY 0014723

A302

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 3 of 30

Minutes

of the

Board of DirectOrs

March Page2

2000

contrasted
the

the

risks

and

the costs of retaining
for

CPS
the
it

After

discussing

the

merits

of

the proposal the Board

circumstances
that

of the market
retaining

CPS and
than
its

position to

of the Company on

generally

determined
the the for best

CIS

rather and
at

selling

CVS
at

the terms proposed

would

be

in

interests for

of

the

Company
Board

stockholders date
at

this

time
it

The Board

recognized

that

market
selling

CIS

migflirnPrOVe
further

later

which
it

time

may consider
any
greater

the prospects

CP.S. The

detrtrrnined

That

would

eonsiler

and

further

proposals

from any new or existing parties

FINANCIAL UPDATE
The
the

business next item of

was
chaired

report

from the Audit Committee

It

was reported
arid

that

Audit of

Conimitte
the to

which

is

by

Mr
it

Casey met
the

earlier

in

the

day
Audit

received

the

reprt

Companys
receive
the

independent Report

auditors and
refer

Ernst to

Young LLP
full

The

Committee among

had
the

resolved

Audit

Board
in

After discussion the

Board regarding
adopted
the

certain

financial

issues

raised

and

addressed to

the audit
the

Board
of
the

unanimously

recommendation
auditors

of

the

Audit

Committee

receive

report

Companys

iiidependeflt

The
provided during
to the

Board then
the sear the

reviewed

and

discussed

the

draft press release
to

that

had been

previously
results

Bdard
ended

The

release

was

intended

announce
other

the

Cimpanys
After

financial

Dccembfr

31 199 and
recase.

certain

matteis

rele

the

Board

authorized

distribution

of the DresS

Mr
been
differences

Danitz
in

was then
the

invited

to

provide

ai overview

of

the restructuring

charge the
in

that

had

included

Companys
other

1999

financial

statements
that

He
had been
in

summarized
distributed

primary

connection

between the sche4uie
meeting

describing schedules
that

ihe.charge

with posed

this

and

the

had been

presented

prior

meetings

The

Board

questions

regariflg
their

the charge

and answers

were provided

regarding

the various

elements

of the charges

and

corresonding support
during
overall

Mr
2000
accountS
certain

Crowley then
in

sttmtnarized costs controls

the

Companys

financial

performance
in

January
level

Cuts

operating and cash

on accounts

payable
In

reductions

the

of on

payable operating as well

collections
that

were highlighted been implemexted

addition

were also made reports

strategies as

had

change debt

me nux

of

therapies

being

delivered

the $2.5

million paid

on the Companys

The
the

discussion

tirned

to

certain

other

financial for load

difficulties

and

Contingencies
office

impacting
certain

Company

including

certain the

obligations debt

unused
the

or

unneeded of and
claim Corarn

space
the

employment from
the

asreements

Companys
of Coram
tax

threat

against

Company
Practice

Bankruptcy

Estates
litigation

Resource and

Network

Inc

Independent

Association

Inc

disputes

regulatory

requirements

Mr

Crowley reviewed

COR.EQT

0014l24

A303

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 4 of 30

Minutes of the Board of Directoth

March Page3

2000

certain

alternatives

that

had

been

presented be

to

him
at

for

addressing meeting

such

challenges

Further

discussion

of these

matters

would

undcrten

future

of the Board

The Board
2000
in

then

determined

that

its

next

meeting
the

would

occur

on \VdnesdayApril
of Cerberus Partners

New York New York
at

The Boardrequested

te

of the

otlices

beginning

1100 n.m

local

time

LEGAL
In

IDAE
privileged
status

and

confidential

discussion

Mr

Marabito

with

Mr

Larson

inf9rmed

the

Board of the
court ordered

of the

liligation

withAetna U.S Healthcare
that

Inc

Tne Board was apprised of

settlement

conference of
the

was

scheduled

to

occur

on March

15 2000

in

this

case
and

The
the

Board

was

also informed

status

of

the

case

involving

PriceWaterhoUSeC00Per5

Coram Resource Network Inc

bankruptcy

matters

OTHER BUSNESS
Management
the irformed
the

Board

Qf Directors and

regarding

ceiirhzatiOfl

of

management

in

Denver

headquarters

Centralization

consolidation headquartei-

would
or thg

require
oZfice

certain

corporate primary
this

officers

relocat for

ig

to

th Ccnpais
they
to are respor.sibk

Denver
is

here

the

operations matter

which

locatd

Previous
that to

corie3pofldencC
relocation

regarding
centralization

was

distributed

the

Board

It

was
the

determined

and

as

described efficiencies relocate

was
and

in

the

best

interest

of

Coripi

inproe
that certain

operating
officers

and

managerial
to

commuiicatiOn folloed

The Board was informed
regarding

were refusing

and

discussion

th

related

issues

and

alternatives

discussion

occurred

regarding

certain

matters of
as

management
to

rncenti\

compensation

The Compensation

Committee

would convene

necessary

address

such

matters

There

being

no

further

bisiness

he

meetiug

ws adjourned

at 10

a.rn

MST

Respectfiillv

submiRd

Sctt

Larson

Secretary

COR-EQTY 0014725

A304

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 5 of 30

CoRAM

NL11HCAH
Stvrnrtrnih

Srrt8c2c2

Suitt

1CI

Dene
TrI.ph.rn

C.Jcrach

Soo

.OitM.I

Fatsimik

March

142000
Via Facsimile

To
At

Coram Board

of Directors

my
to

encouragement buy
is

the

management
is

at

Coram

Prescription
is

Services
private

developed

an

offer

CPS

The

offer

backed

by

GTCR

which

equity fund

Attached

copy of

the

proposal

have countered
and
that

on

behalf

of Coram and with tenns that

asked

that

GTCR

pay between $42000000

$45000000

for

CPS

make more
due

sense to

us

have

suggested
diligence in

GTCR

do two weeks of non-exclusive more finn
to offer

diligence

After this due of

we

would require would enable us

within

our range over

An

purchase

CPS

our range
dilutive

pay

the

debt-holders

$30000000
is

and would not be The
analysis

copy of our analysis
conservatively
that the

of the offer
offer

on the table

attached

shows

generates

$426000

of accretion

No

action

is

required on your materials

part

at this

lime but

rather

just

to stay

informed

by

reading the related

Sincerely

Daniel

Crowley
President

Chairman

CEO

Attachments

cc

Allen Marabito Scott Larson

Esq

Esq EXHIBIT

A305

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 6 of 30

i1

TX SlOThS

F1R1

OS

OF

IR

14

2@n0

0943

PAE.01

DThVilC

HEALTPOEE

DATE 01 03/14 03/14 03/14 03/14 03/14

TUIE

lcFROrI 212 755 3899

IIODE

M1HSEC

P89 010 019 010 810 @10

3000 @70 070 070 070 @70

SIO1LIS 01 CE

02 03
04 oo

0915 @919 @922 0928 @930

17757495497 9168933034 916 955

ECS ECS ECS
EC-S

8449

9474789502

ECS

0253 9251 0434 0308 0252

CE 01

Daniel

ft Crowley

400

Capitol Mall

1250

Sacramento

CA

95814

FAX

Dale

--t2
of pages
including oovtr sheet

Number

_J_

To

Coraui lleathcare Board
olflirectora

From
Dan Crowley
212.421-2947

Chairman

Frenident

Stephen

Feinberg

CEO Comm
Ilealthcare

Don Amoral
William Casesy

17149-.5407

83-31Y33
847.478-9502

Peter Smith

Sandy

Smoky

916-966-8449 Phone Fax phone 96.449.6O56 916.449-6059

Pam Rene

RI14ARKS

Urgent

Foryour

review

Reply

ASAP

Pleanevomment

CONFIDENTIAL

CONFIDENTIAL

CONFIDENTIAL-

CONFIDENTIAL

CONFIDENThIL

Conlideutiabty This

Note
the use

cornmmicalion
If the reader

is hitendgd

to be

confidential
Ls

and/or

o/ony
you
w-e

the individual hereby nonfied

or

wflipna4ed wty
received
to

above

of

Ihis

message

not

the intended

recpient

that have

retention

dissemination in error

di.ctrilmtion

or

copy

of

this telecopy us

isslricdyprohibiteyL

Ifyon

ihisfuosimile the

please the

immediately

nobfy

by

telephone

and

return

the

angina message
Thankyav

us

at

attess

above

via

United

SialesPosial

Senice

we

will

reimbj.rrse

postage

A306

Case 1:04-cv-01565-SLR
MnR
13

Document 124-11
303 298

Filed 04/17/2007
@043 TO 19164496059

Page 7 of 30
P.02/13

2000

1328

FR

CORnM

Coram

Heaithcare Gain

Corporation

Calculation

Book
Sales Price
to

Basis

40000000
be purchased

Net Assets

19.596086 20403914

Assets

Not

Purchased

31312559
17272659

Direct

Expenses

of

Sale
Fees

investment

Bank

1000000
ExpOnses

Misc

investment
in

Bank

50000 75500D 247650

Change
Retention Severance

Control

Payment

Relocation

CPS

Audit

Fees Fees estimate

95000 250000

Coram

Legal

2397650
Commitments
Holdback IPS Per

Agroomont

Reserve

4000000
300000

Liability

Web

Net

Gain Minimum AMT Tax Rate

10575009

Assume

2%

240163

After

Tax

Gain

10334846

1The

Purchase

price of
th

Their determination Working
Capital of

panys base
at

asset value Purchase
price to

$15600000

closing

be adjusted

up or down upon closing working capital Based upon unaudited Balance Sheet as of 1/31100 Based Based Agreement dated upon Advisory and investment BankIng upon estimated misc expenses incurred Agreements
with

9116/99

individual

CPS Management
payable
if If

see

attached

schedule
to

severance
relocation

upto $645300
of

job

lost

not iikeJyneed

pass

liability

$20000

payable

Holdback

reserve per Asset

wanted not Iiketyneed to pass liability Pumhaso Agreemeni10% of Purchase Price upon close
gain
ii

This would
payrnerrts
it

be booked
would be

as

reserve as

and when
for

we received
the purpose

any
of

recognized and
of the

Established
obligations

Purchase
to

price

adjustments
conditions

idemnilication

established
shall

pursuant

the terms

and

escrow

agreement

which

have

an 18

month term Minimum Amount
Goodwill

AMT
to

tax based IPS under

upon Tax Basis Gain
contract for

Due

Web

development

cps summary GTCR

3_lI

Gain

3/13/00

106

PM

A307

Case 1:04-cv-01565-SLR
MR
13

Document 124-11
303 298

Filed 04/17/2007
0043 TO 19164496059

Page 8 of 30
P.04/13

2080

1328

FR

CORI1

Coram Healthcaro
Cash source of Funds
SaJe Price impact of

Corporation

CPS

Sale

40.000.000 Holdback Close

Less

10%

4.000.000

Not Ca3h

36000000

Use of Funds
Investment RetaIner

Bank

Fees

1000000 75.000
Expenses 50000 755000 247650

Misc

Investment
in

Bank

Change
Retention

Control

Payment

Severance
Relocation Accrued
Payroll Benefits

680831 562778 1450.728

Restructure

Reserves

TBOB
Copier

LIability

and Fax Lease

Obligations

__________________ 175000 240163

IPS LiabilityWeb Corarn Legal

Fees

Tax
Total

Impact of

Uses

Funds

5087150
Paydown

Available

for Revolver
Interest

30912050
10.25% 3166.567 792142

Rate
interest

Mnual

Impact

Quarterly

Interest

Impact

Notes
Retainer

Fee

to

be applied towards
under Earnout

total

fees
with

Maximum
of

Liability

Agreement

former

owner as
closing

Jan 312000
due under
of legal

This would
contract to for

be due and payable

upon

deal

3300k
Est
est

Web
deal fax

development

to

be assumed

fees

complete
copier

62k due under

and

leases

to

be

assumed

cps

summary

GTCR 3j1

Debt impact

3/13/00

106

PM

A308

Case 1:04-cv-01565-SLR
1flR

Document 124-11
303 298

Filed 04/17/2007
@043 10 19164496059

Page 9 of 30
P.06/13

13

2000

1329

FR

CORRCI

CD

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A309

Case 1:04-cv-01565-SLR
MarItto
0525pm Fros

Document 124-11

Filed 04/17/2007
1916

Page 10 of 30
P.02/il

F584

____
PARTNERS
WITH

GTCR
MANAGEMENT
March IN

FRI VATE

EQUITY

10 2000

Coram
1125

Healthcare
17th

Corporation Suite

Street

2100

Denver

CO 80202

Dear

Mr

Crowley

This

letter

sets

forth

the terms

and

conditions

under

which

new

corporation the

Newco
of the

to

be

formed by
Prescription Coraxu

GTCR
Services

Golder

Rauner the

division

LLC will Company

acquire

the

Acquisition
Health

assets

Coram cf

from Curaflex

Services

Inc

subsidiary

Healthcare

Corporation

the Seller The
be structured of the

Structure
related in
all

and Purchase

Prics

Acquisition

will

as

purchase

of

all

assets

to

the business

paragraph
liens

the
in

of the Company the Assets including without limitation those assets described below The consideration to be paid to the Seller by Newco for the Assets free and clear of Purchase the assumption of the certain limited liabilities as Price will be equal to below
shall

described closing purchase conditions

paragraph

and

40000000

ofwhich

536000000

shall

be paid

in

cash

at

the

and ii 54000000
price of adjustments

be posted as letter of credit in an escrow account for the purpose of any and indemnification established the to terms and obligations pursuant
which
shall

an escrow

agreement
will

contain

term

of

months

to

be

mutually

agreed

upon
by

The cash
the

consideration
if

be

decreased

or increased
net

as the case

may be
current

on Assets

dollar-for-dollar

basis

amount

any

that
in

the

Companys

working capita
accepted

i.e

minus current
consistently

assumed
as

liabilities

computed
of

accordance

with generally

accounting the

principles

applied

of

the

close
is

business than

on

the

day immediately

preceding

closing

the

ClosingNer
will

Working
at set

Capital

less

or greater than detennined

$15600000
thereafter

The Closing
to

Net Working
agreed

Capital

be

estimated to be

the closing
forth in

and

finally

pursuant

mutually

upon

mechanism

the

definitive

purchase

agreement be limited to

Assets The Assets

will

include

but

shall

nor

the

following

items

contracts date

with the following
this letter

clients

of the

Seller

on the same terms

as

existing

prior

to the

of

employer provider
state/local

groups

ii

HMO
and of
Seller

organizations
third

iii

insurance

companies pharmacy
contracts

iv

independent

associations governments or
affiliates

party

administrators other

vi

provi_ders

vii

viii
to

certain

specified

and arrangements

with

Seller

be

mutually

agreed

upon

computer

hardware

and

related

software

licenses

and rights

cash accounts

receivable and

inventory

telephone

listings

switch and

hardware

furniture

fixtures equipment

and

leasehold

improvements

permits

relating

to

operation of the

Company

GTCR GOLDtR Rutsa uc
Phone
312.382.2200

.6100

Sa5 Tower
312.382.2201

Chicago

Illinois

60606-6402

-Fax

www.grcr.com

A3 10

Case 1:04-cv-01565-SLR
Mar1000
0525pm From

Document 124-11

Filed 04/17/2007
T176

Page 11 of 30
P.03/Il

F594

proprietary
Internet site

rights

know-bow

and

other

information

including

all

rights

to

the

Sellers

www.corampharmacy.com

Ii

books and

records including

prescription

files

and

records and

dispensing

equipment

and

related

software

Liabilities

The

Buyers for
in

will

only

assume

the current including

balance

sheet

liabilities

of the

Company other
penalties

than

indebtedness to

borrowed
connection dividends

money

any

accrued

interest capitalized obligations

prepayment leases

or to

premiums

be paid
and
in

therewith and of
the
its

and

cash

overdrafts contractual

notes

payable

shareholders

accrued the

scheduled business

of the Company
all

which
leases

were

incurred

ordinary

course

which
Services former

shall

include
all

real

piopeny
and

including property
specifically

Orlando Omaha
leases and

Las Vegas
the

Hayward

Houston

and Baltimore

equipment

personal but
shall

Jntershop of the

Professional
Seller

web
owners

development
for royalties

contract earn-outs

exclude

any

liabilities

to

its

or similar

arrangements

4.Purchae
agreement covenants

Agreemrt
the Purchase
representations warranties

The

parties

will

negotiate

in

good

faith

the

terms
will

of

definitive

purchase

Agreement
and warranties
and covenants

The

Purchase
for

Agreement
indemnification terms

contain
the

closing
for

condiuons
breaches be of

provisions and other

from and

Seller

representations agreed

custornaly

conditions

to

mutually

upon Agreement
that the In connection
will

5Jranition

with

the Acquisition

the

Seller

will

enter

into

an

agreement

with

Newco
each

providing general

Seller

provide

Newco

with

certain

transition

services
in

including insurance agreed

accounting

including
in

ledger

human
to

resources

payroll administration the closing
at

participation

programs

case

for period

of up

one year following

cost

to

be mutually

upon

Marketing agreement defined
injectable in

Services with such

Agreement

In

connection
will

with

the

Acquisition
certain

the

Seller

Will

enter to

into

an as

Newco whereby the Newco agreement
Under
all

Seller will

agree

to provide

marketing

services

Newco

be

treated

as the exclusive the
Seller will

specialty

patients to

the

terms

of such

agreement

agree
services

pharmacy for the Sellers to make good faith efforts with
certain

to

refer

Newco
agreeU

of

its

new
efforts

patients

requiring

specialty all

pharmacy
for

exceptions

to

be mutually
responses
relationships three

upon
to

include

Newco

in

requests
sales

proposals
to

and

requests and

for

information
Seller

to use best

to introduce the use of

Newcos
as an
at

personnel

existing

new
on

payer

and
contracts be able

continue

Newco
have

an outsource
initial

provider of 30
three

of medications years it being

appropriate
that

party
will

Such

agreement such

will

term with
it

understood
will

Newco
to

to

terminate
if

agreement

anytime

days

notice

and

the

Seller

be

able

terminate the

such
Seller

agreement

Newct

materially breaches

obligations

under

the

agreement

Newco

on the first anniversaly $15000 pay per month for such services during the period ending of the closing $20000 per month for such scrvices during the period ending on the second anniversary of the closing and $25000 per month for such services during the period ending on the third anniversary of
will

the closing

CTCR GOLDEa

RAONSft

LLC

6100

Scars

Tower

Chicago

Illinois

60606-6402

Phone

312.382.2200

Fa 312.382.2201

wwwgrcr.com

A31

Case 1:04-cv-01565-SLR
Mar1000
052prn Free

Document 124-11

Filed 04/17/2007
T96

Page 12 of 30
P.04/U F584

Purchase provide access Sellers the
at

hivestieatin

After the Seller
their to

execution
their

of

this

Buycrs and

lenders the

and

accounting
to the

agreement the Seller and the Company will and legal representatives full and complete
related to

reasonable

times

Companys
key

and

extent

the

Companys

business

the

books and records

facilities

personnel

and

independent

accountants

Exclusivity
this letter until

Nondisclosure the date okficers
that
is

The
45 days

Seller after

agrees such

and

covenants

that

from

the date

of

its

acceptance the

of

acceptance or
affiliates

the Exclusivity
will

Period
solicit

neither

Seller

nor

any

of

irs

directors possible

representatives

submit

initiate

encourage
of
all

entertain substantial into

or discuss part

merger sale
or any of
its

restructuting
assets to

refinancing

or other with

disposition

or
enter

of the Company
or
in that letter

Company
Sale or attempt

Sale
or

any other party

ii

any agreement
facilitate

commitment any
it

related

Company
effort

iii furnish
to

respect to or

other
is

manner any
party
that to
it

by any person
with

with any information do any of the foregoing
to

The

Seller

represents under
this

not

or

bound

by any agreement
in the

respect

Company
is

Sale

other than

and agrees
the

will

notify the Buyers consent person of
the other

event

any

offer

made

for the

Company
nor
their

In addition
representatives

without
will

prior

written to

party

neither

the Seller the Buyers limitation
Seller

disclose

any

which
except

shall for

include

without of the other

any the
that

corporation

Buyers on
discussions

company group partnership or need to know basis including
or negotiations are taking place
facts

individual lenders concerning with

representatives

and

lawyers

accountants
transaction

and

advisors the

possible
to

regarding

Company
including

or the

any of the terms conditions
status

or other

respect

any

such

possible transactiOn

thereof

Conduct

of
will

Busines
conduct
enter

During
its

the

Exclusivity
in

Period the
course

Seller

will

cause

the

Company to
with than
in

and

the

Company
practice course of

business

the ordinary contract past

of business
or

consistent

past custom the

and

ii

not

into in

any material
accordance
in

agreement

transaction

other

ordinary or

business dispose

and of any

with

custom and

practice

and

iii not sell lease
of business

license

otherwise

interest

any of

its

assets

outside the ordinary

course

0.osing

Conditions
satisfaction

Newcos

consummation
closing

of the

transactions

contemplated

by

this

letter

will

be

subject to the

of customary

conditions

including

the negotiation
definitive

execution

and

delivery the

of

satisfactory

Purchase

Agreement and
the

and

other

agreements referenced

including
in this letter

Transition
for

Services the

Agreement of

Marketing
transactions

Agreement
contemplated

necessary

consummation

hereby

the to

Seller

and Newcc obtaining of those

all

necessary
listed in

third

party including

obtaining

the

consent

assignment

contracts including

paragraph

2a

above

and
if

governmental

consents

and approvals

under

the

l-lart-Scott-Rodino

Act

applicable

accuracy warranties

in

all

material
in

respects

as

of

the

closing

of the

Sellefs representations

and

contained

the Purchase

Agreement

GTCR

GOLDEIt

RAuNER

LLC

6100
1ax

Ser Tower
312.382.2201

Chicago

Thinoi

60606-6402

312.392.2200

wwwgtcrcom

A3 12

Case 1:04-cv-01565-SLR
JAarlOOO 052Gpm From

Document 124-11

Filed 04/17/2007
T96

Page 13 of 30
P.C5/ll

F504

Cd

obtaining herein

satisfactory the

financing working

sufficient capital

to

consummate
of
the

the

transaction

contemplated conditions

and to fund
to

needs

Company

on terms and

satisfactory

Newco
any
material

the absence condition

of

adverse

change

in

the

Companys
employee

business relauons

assets

financial

operating

results operations

prospects

or

and the absence

of any material

litigation

whether

pending

or threatened

the

completion

to

the

Buyers
and

satisfaction

of

their

legal

accounting

and

business

due

diligence

investigation

review

of the

Company

and

the extension period
contract

of

the

Baltimore

Johns and

I-Jopkitis

following on

the closing

renegotiation
basis for

for at pharmacy lease of the Johns Hopkins at least

least

12-month
capitation

PBM

no worse than

break-even

12-month

period following

the

closing

11 .Press

Releases customers
Seller

Al

press

releases licensees

and
or

other

public

announcements
relating

and

announcements
will

to

the

Companys
jointly

suppliers
the

employees

to

this

transaction

be

prepared

by the

and

Buyers and
the

12

Timing

Promptly
their

after

the

Sellers execution and preparing
their

delivery Purchase diligence

of

this

letter

the

Buyers

will

begin it

conducting being

due
that

diligence

review
will

Agreement and expect

and to

related enter into

documents

understood

the Buyers
alter

complete of
this

due

the Purchase the necessary Acquisition

Agreement within
resources to

45 days
their

the date

letter

The Buyers

are prepared

to

devote
close

complete

due

diligence

execute

the Purchase

gmement

and

the

expeditiously

l3..Fees

and

Expnsns
in

Each

of the the

Buyers on the one hand
transactions

and

the

Sellers

on the other

will

bear

their

own

expenses

connection

with

contemplated

hereby

14. Effect
intent

Termination

Miscellaneous

This

letter

is

intended

to be
for

an expression of the parties mutual
of Sections of the
parties internal

and

and understanding and not this Section 14 which shall
successors

binding

agreement except upon
and This inure
letter

the provisions the benefit

11
hereto laws

13

be binding

to

their

respective
State

and

their

permitted

assigns
in

shall

be governed

by the any one
together

of the not one

of

Illinois

This

letter

may be
one

signed party

two
all

or such

more counterparts
counterparts taken

of

which

need

contam the signature of more than
and the

but

shall

constitute

same agreement

GTCR GOceR

RAUER

ic 6100

Scars

Tower
382.2201

Chicago

Illinois

60606-6402

Phone

322.382.2200

Fax 312

wwwgtcr.com

A3 13

Case 1:04-cv-01565-SLR
Mar1000
052Tpm From

Document 124-11

Filed 04/17/2007
19

Page 14 of 30
P.06/li

F584

If

March

13

with the terms of this you are in agreement 2000 and return by courier sgned copy the
transaction

letter

please then

sign

in the

space

provided

below

by
for

We

will

immediately

implement

our plans

consummating

as expeditipusly

as

possible

Sincerely

Edg4D
Jannotta3/

AGREED AND ACCEPTED THIS DAY OF MARCH 2000 CUIAFLEX HEALTH
SERVICES

By ________________________
Its

______________________

GTCR COLDER RAUNu
Phone

ILC

6100

ScarsTower312.382.2201

Chicago

Illinois

60606-6402

312.382.2200

Fa

wwgcr.com

A3 14

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 15 of 30

---

EXHIBIT-J
MJNUT1S OF TRE OF
M1IETING

ROAR

OF DIRECTORS

OF

CORAM WALTUCARE
April

CORPORATION

52000

regular

meeting of held pursuant
at

the
to

Boarth of Director
notice duly

of

Coram Healthare
at

Company
EST
In

Corpration

was

the

given

beginning

appioximately

1100

th

attendance

the meeting

were the following and President and

Directors

Daniel

of the Board ChiefExecutjve Feinberg
Peter
J.

Crowley

Chairman
-Steven
in

Officer

Donald Sandra

Amaral William
Stnoley Scott

Casey

Smith telphonica11y

meeting were Allen Finance
.1

Also participating
Senior Solutions

the

Marabit

Executive

Vice President Dynamic David

Danitz

and Chief Accounting Esquire Friedman
Folger Levin

Vice President

Officer

Kurt Davis

Helthcare

Kahn

Kahn
Leonnrd

LLC

Michael

LLP

Friedman

Tortes

LLP

Charles

and Robeit.Mea4jrejdeiil

and

CEO

Partner

.Chlopak

Benson Kasowitz Leonard .Schechter and Assoniates

Esquire

Anderson

Company

Mr
secretary
at

Crow1ey
the

of theBoard convened.the

meeting and .Mr -Marahjto

acted

as

meeting

Review and

Approval

of

Minfeg

frPoMej
and seconded 2000 and
to

Upon

motion duly
dated

made

the

Minutes from
of

Audit Committee

March
provided

the prior nieetings dated

of the

cifthe

Board

Directors

March

having been previously

2000

the

Board Were unanimously approved

as presented

igalTJpdate

In the

privileged
in

and

confidential lawsuit

communication
COrÆrn- fJealthcare procedural
in

Mr

Company
with

the

Kahn Esq
Aetna

the

lead

trial

counsel

for

pending

US

Healthcare advised and and
is

discussed issues April process
that

the

Board

the relevant

substantive

mock

trial

claim

he and his firm were addressing

or

damage
to

preparation the

for the

trial that

19 2000
that

Mr
be

scheduled the

Kahn

begin

after to

responding

to

Bord

questiol2s

advised

Board

would

of the
the

itilized

keep

Senior

Management

and

the

Board informed

pendency

of the tral

during

TRTJSTEEOO94S4

USD C-BE 04-1565

A3 15

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 16 of 30

Minutes of the Board otDireotors
April

52000

Page2

Corazu

Prescription

Services

Sale

Update

Mr
Prescription

Crowley led
Services

disdussion

CPS
proposed

Df the analysis
Materials cash

of the

offers

and ccunteroffers
to

in the

Coram
out

auction

previously impact

provided
s.alØ-

the

Board

setting

the gain
flnaciaIs

calculationr

cottbeneflt sources

analysis

of -the
vere

management and
discussed as

payments
with the

assumptionsnd
the

and

uses of cash by.GTCR.Golder

reviewed

Board

concerning sponsor

purchase

Rauner

LLC

and debt

of CPS management

GTCR

an equity

The Board addressed
industry managerial

th

potential sale

its

timing the cornpaæson of CPS rgarding the operational
unit

relative

to

the
and

and

other

relevant

informatioi

and
of

analytics

fmaicial of the

strengths Various

and

weaknesses

this

business analyzed

and

the with

progress the

auction buy-out with the

process elements

alternatives

were discussed
disoission bid the

and Board by

-along

management
to

Following $41.3

the

unanimously resolved
subject
to

proceed customary

approximately conditions under unit

million

proffered approval

JTCR
As

usual

and

terms
reserved business
--

due diligence
circumstances

and Beard
the

previously

detennined
rather than

the

Board
this

certain

possibility

of

retaining

OPS

selling

..
Discussion

Restructuring

Mr
financial

Crowley addressed
other
as

the

financial

issues facing various
financial

the

Company
and

Mr

and

Crowley presented components
analysis $7.3 of the in

information the level

regarding

operational

Company
accounts

such

of recurring
payable

operating

cash

flow

disbursements

trends

receivable

and

accomts

reduced
the

from 19.5 $4.5

miffin to
since

November 1999
company and
aging

million since

principal

payments
average

on

revolver

miljion

November 1999
bi-weekly of the payroll

wide

cost reductions Analysis

monthly operating
also of

expenses

average

cycles
financial

and

discusrion perfoænance business

indluded the

comparisons including

present

and

historical

and

operational

Cbmany
and

th imct

of prior
the

one-time beginning

occurrences

and
sales

current

trends

operating

strategies

regarding

and ending

mi

Mr
financial discussed

Crowley next presented
regulatopj the obligations so-called

information under

concerning

the

Companys

ability

to

meet

its

and

present

circumstances

To
of by year end of $38.5

end
fulfilling

the the

Board
equity

further

Stark

11

law

and

thc

necessity
Stark-lI

requirements

imposed

by the public

company exepioft of
on ihe
credit facility

December
as

31

2000

the potential financial default

revolver

million

of

March

31 2000
notes

which

becomes

due on February of March

of $168.4

million as

26 2001 the potential financial default on -the Series 31 2000 which becomes due on May26 201 and the

TRIJSTEEOO94S5

USDC-DE

1104-1565

A3 16

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 17 of 30

Minutes of the Board
April

of Directors

2000

Page3

potential financial

default

onthe

Series

B.æotLs

of $92J.million

as.cf.March

3l.20OO.which

may be called

by

the lenders

on May 262001

--Matanials bbligations
icvere

previouslyproirided

to

the

Board Also

setting

out

tiie.flnancial

and

regulatory

-reviewcdand

questioned

materials

showing

combinations

of pertain
is

variabiesaffecthigthe notreslxuctured
to

restructuring.results.for

new.revolverand
analysis-

new

example
isor
is

CBS issoldor
not entered.into

not soldthe.debt

or

is

were such

used
as

for purposes

of analysis
the

1.nth book

severaladditional rates

elementwereconsidered

the

amount

of

CIS

net

gaininterest

term origination fees and.pay-out
Additionally% regarding the

periods

with

-differing

operating

and

income of

assumptions

discussion
in

included the of

various of

recommendations
npproximate1y

Management

an of

-equity

conversion in the

amount $25

$110

million

the establishfnent term

now

revolver

amount

million

and the establishment

oh new

baum

the--amount

of $150 million

-Financial

Update

SeotDatiitprided-thomhyperingresnlts
2000
-and-the-

forthemoæth ended

February

29

year-to the

datufor-the.tArtnonths of
actual td

ended
budget-

Febn1ary29 a1kug

2000
with-

.Dhe

operating

cash flow
.balance-

statLmont
--shuets at

and

analysis

vaiiances

theonsoidated
to

February 29 20O0andDoethber
focused on-revenue

3999-were.preunted
sa1esmi the

the

Board mix

l4ext as well

-discussion as the cash

gtowththe-revenue-trends
itums -f-discissin of .th
terthination-

andth-

end

flow and and

float Other
the
effet

included

refundo

$750000

of the
-Services

Cardinal

deposit

ofAeas

NationalAncilinry

Agreement

to

be

effective

April12

2000 on

the

Companys

Northeast

region

Furthers contraet

the

Board

addiissed

elements

pertinent

to

the

restructuring agreements

-issues

such

as

commitments

lease

commitments

settlements

sveranCe

and other matters
perceptions

such as goodwill depreciation of
potential restructuring

and amortization
-and

Diseussion

addressed

marketplace
referrals

the

possible

impact

on

physician

and

vendor

expectations

Discussion Regarding

Restncturing

ghtRes
emunicatiom

sibilitiesaudAItrnathey-

In provided

privileged legal
alvice

and confidentiai
regarding the vat

David

FriºdnBsq8pecial
Board

Counsel

usasjiects.ofthe-Conpanyaresttucture adyised the
oxi

ofits non--trade

indebtedness

and

capital

struoturis.-

Ms- Friedman
to the

.hisepenience describing approach

nd his
various

firms expertise
approaches
to

Mr

Friedman
along

responded with

questions

of the Board

restructuring

th

stiengths

and weaknesses of each

--

TRUSTEEO094S6 IJSDC-DE 04-1565

A3 17

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 18 of 30

Minutes of the Board of Directors

April5200O
Page

---

Mr
need
to -defaults

Friedman

also

discussed

with

the

Board the

legal

issttss

attending

the

Companys

obtain

net equity

of $7500000G by the end
that there will described
-be

of 2000

and to address
thatwill-be
to

potential financial
and--not

Mr

Friethnan.indicated

situations

atypical

generalized

however

Mr

easily

Friedman

process directed

maximize -recovery
going

by

creditarsand.shareho1derg

by preserving

the Company na

aviable..entity -with

concern

value

Friedmart following debt

dticutsed.-th
debt..

detarminafion
Aliio

ofe current

vatre

and the
value

-value

of the

entity its

restmcturing.-of.the

discussed

was the enterprise
interests

of the Company
discusseI with

capauity

and the asets

available

for debt

and equity
other

He

also

the

Board

disclosure

requirements planning

and

financial

and
g-and

legal

reporting
financial

requirements infomiation

along

with

overall business
to
tile

for debt

restructuth

required

and responded

Boards

inquiries

Discussion

of Public

Relation

Issues

In -impact Partner

resouse to .tlieBoards.inquiries employeest vendorsregulators5

regarding

restructuring

the debt

and

the

perceived

on

payors

and .Other constituents and Ru-bert

Chtitli

LOonard

of ChlopackLeonard.-Se1jectemunMsociate and

Med

President-and

CEO
and

of

Galvan Anderson
with the

Company

addre.sed

the-Board

Messrs

Leonard-

and
their

Mead discussed
offices the

Board

relationslups association

their and finn capauty background the locations of of the two firms by They also provided way of partnership and -healthcarreprØeentafion Mr Leonad and Mr Mead in

their

prior industry discussed within .end

respectively both

their prior eitperience without the healthcare

the

R-Net

bahkruptcy

and

other

relatedprooedings

industry.

The

Board

discussed the

the

Companys communication
constituents pertaining

functions
to

and the requirements
its

of

-communicating

with

Companys
ctnnpliance

the

businss
other

future

prospects

and where

applicable

with varioUs

iegjilatary

and

requirements and public

Messrs

Mead and Leonard
referral that

advise4

on theinearis
atid

driven

business
documentationstabilize at

of tharuiging

inithcation

relatjonsin procedures strategy or
to
---

dofendfngtheintugrjty

of th-.Company communication

provide

all.leveis

of

the

prganization

maintain
.-

and

the business
continuatioli

anicurtaikthe1ss-Of-key
of--the

peusonnuL employeesaetivit

vendors
the

and

to-

maintain

the

ordinasjr business

They

-alCo

discrisse

present assuring

-marketplace the

perceptions

of

thd-

mpanys.performance
anrhservices
referral-

and
.from
sources

circumstances creditors

including

continuing

availability of..goods
creditor relations

--

retaining

key

employees

usaintaining

and-preserng

--

TRIJSrEE009457
.--

USD

C-bE 04-1565

A3 18

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 19 of 30

Minutes of the Board of Directors April5 2000

Page5

Subsequent Board having
their

tothe advice
inquiries

of Management upon

and

the outside

advisors

the

Members of

the

Tesondºd.to

motion duly

madeandjseconded

unanimciusly

approved the following

resolution

Restructurin.Resoiution

WHEREAS-thi
fiiancW which
difficulties

Brard

of.Directors

recogthe.sthe

tharthere

are

numerOus

and-contingencies the

im$otingundertake

Company

ny
its

or

all

of

may

require
find

Company
structure

to

resiniiring of

non-trade

indebtedness

capital

the Restructuring

WHEREAS
in the 1iat other interested

in the
this

judgment

intr Of

of the Board of Directors
its

it

is

desirable

and and
the

Company
the

creditors explore

stbckhiclersi
alternatives

employees
relating to

parties

that

Company

Restructuring

.WIIEREAS altemates

Cothpany

management

has

recommended
considering

that its

the

Company

ngngespecialeounsei.-to...asjst..the

Company in

Restructuring

WIIEREAS
firth

management

-liªs

identified

David

of Kasowitz of special

Benson Torres Friedman
for

LLP

KJ3F
that

M$dman .Esq
to serve

of the
in

the

role

counsel

the

Company

relating to4he.Resfructutjng

WHEREAS
independent Restructuring
financial

management
advisor

has
to

reornmended
assist

the Company
in

engage

an
its

the

Company

considering

alternatives

WHEREASinanagement
public
relations

has the

recommended
iii

that

the
its

Company

engage

firm

tar

assist

Company

preservmg

business

relationships

preceding 4uring -and following

the -implementation

of any Rs1iucturing

WHEREASappropriate iniplementation represent

the

Thard Of 1enl and

Directors
.other-

h.as

also

been

d-visedthat-it

may be
and
to

giverrthe

issues

asocintedwith
retair special that-arenot-

the
legal

reyIew-

of..Restriturixi
clirectois

a1temtheg
of

tar

ounse1

and counselthe the

theCompany
assist

employees
their

of the
to

Company
the

Outside .Directora.th and
its

them in-carrying out employees and

duties

Company

creditors

stockholders

other

interested

parties

TRUSTEEOO9458

USDC-DE 044565

A3 19

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 20 of 30

.Miuxtesofthoatdcjfbfrecto Aprll52000 Page6

VHBRBAS
and
pub1ic
re1ettoji

this

Beard ha.dtei expelonced

ed

thaingginj sufr1e1
in representing in

k1nanQitl

ad Visors or

and

counseIng

Uitre

thw CcVpany.and
pirties

it

stii

tiritigiedswou1id

th

best intefsts othor

and

uiiteted

Chafrniaæ

Of

the

rd
n1or

Cneficeantrve Viqe
are

Offleer

and President or
Seeretaty of

ita

ecutive
CQnipany
directed with in

Vice President the
to

PrIent

any

or the

the

Qfficrs
as

nh
undet

Authorid

hereby
to

authrid

w.ered and
iii

nga
draft

KBTF
reteiitin

peiai

cotitisel

substaniaily agreexhent

the

Vt

the

i1qan3r

onneetioii

the the

ReruottiHn

and

cOnditioij

set

fjjth

between the Cinp

4KET4a1

attaohed

herto

FU1tTiR

1ESOLVBD
ariild1ecterl

that to iand

the

AuthOrized .aiinde the

Officers

are

each

ntrnwated
deenid
th
quJªfi

hereby

.enga
.ettjnsel

dentfjjianejai in connection

adisor with

thythethto

advis

Company

.seh1easir onbeh1fhQomfly F11TfE
ahtho1ied and

esthir

hneg

by.thethrjzef

Officers

pjtJ
ajici

th

Athorj
the
tQ

eip

1erd

dkecterl
leglii

IOV..SSISt

OdD
in

@er
tr
cotinotion

earh in

hereby

identi4ng them
with in the

engagi

4ppropitate

conneb
to

represent

JiJLcoiinse1

conneejio

with VfJj

service

the

Company

Restructming

PURTHER
authoried quahied by theni

RESOLVED
and tAVacbiseand

that

the

AthrFed
pblic

Officers

are

each frni

hereby

enlpeweted

cUrLcted

to engage
the

relationa

deemed
WithVtbn

otinse1

Retrutudeg
.bVehalfoftlie

On.soht
pany

VCnIp

hi cotthetIon

PURmER
are azd
eaehi

RoryBD
of any and
to furthet

thaNh AU
anthnded

Offictsif onoerecL

the

ohe of

thi herebVi

on behalf
neotiitte thereto

4d

COxtpany

dfc
inoluding

and
to

of the Contpany1o
the terns

neotita

Ull
thet

th

of TheRestrut

dountg
of the

th1d

allsubjet

rriew and aprova1

Board ofDfteetots

and

FURTHER
be and
each

RE$QLVED
is

eaeh

hor
exnpowered

Qfficet

of the

Company
for

of them hereby

txried

and

dfretad

and

on

TRUSTEEOO94S9 IJSDC-DE 04-1565

A320

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 21 of 30

Mthntes

of the Board of D1rctrs

Arll52OOO
Page

behalfof the Cothpauy
stiob

tQ

do and perfori .otoise
to

to

he done

and pOkformed
or cause

all

at9

deeds

anti

things

make

CxOte

aiid.dliver
aijendrtierrts

to be

nnida

exgotited

and

dellvtud
or

al suob agreements
rtiottes advisable resolutions as

dociiinsn

undertakings Qfficet

.inatnmnnts y.deein

aiy such

Authothad

of the and

Compstt
eurty

necessary3 foregoing

oz apprnpiiateto

effectuate

execute takei

out.fullyth
Officer

and

flint

all

such action
having

Authorisd
taken
is

ior

by any been

to

the date

of these

resolutions

heretofore

hereby

ratified

coriflfnid

and approved

Cpensafion
Stock

Committee

Reiiort

Outlons

The
grants to

Board
ceitain

next

consideted

Mr

Crowlo.ys management
attaohed resolution

reqiiest

to

approve review

additional

tck

members
as set forth

of senior on

option of the the

After

aid
duly

consideration

renoniniendafiolis -Board uuaninipnaly

hibJ4

upon

a.motiou

made

and seconded

approved

the fbllowlng

Co
fcn Directors offiuers

WHPJRBAS
Ion Stoek

the Company maintains Oion/taek tuac Plan Othets

the

1994

Comm
and
the

Healtlware

amended
in

tJi pi.uoso
with

the Option

among
and

of pueviding
tool designed with to

Pla
of

gemont

Board

coinpensaflon

align the
interests

inturests

of Company

employees

certain

others

the

of

the

Companys

stocitholciers

WHEREAS
President
this

the

Chairinart

of the Board
to

Chief

Executive

Officer

and of of

has

submitted
that

rectanitiendation

the

Compensation
to

Btaxd

Committee
shares

of Dirctr
.$.OOi

provude

for the grant

of options

the to

Companys
the Option hereto

purchase

par

vaiuo Common stack
persons

the

Common
ata
set

Plan
as

to

certain

who

Stock
fthth

pursuant the
list

ilames

on

attached

bjbjt

and

WHBRBAS
reiommendatjon
Prasident Etthf bit
anti

the

Conipensat

ion

Comnn itee
Chief options

harm

acoe.ptd

the

of the

Companys
the grant

Chthan
of such

Biteentive to

Officer
listed

and on the

ha

approved
the
tertna

the petuons

under

afid

conditions

csei4bti

on

ExhihiA

1teconiniended Options

NOW
Reconirnended

THE-RE-FORE
Options
to

BE

IT

RESOLVED
of Company

that

the

issuaiicc

of

all

purchase

shares

Common

Stock

under the

TRUSTEEOO946O IJSDC-DE 04-1565

A321

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 22 of 30

Mhntesorf the Board

of Directors

Apffl52000
Page8V

Option
ccnfirinecL

Plan that

ai

liste

on BthbiLA

heretc

is

hereby

aithnthe.d

ratified

and adapted

and

FURTfIER
resideritj eVeretary

LVBD
executive

the Chaiirnan

Chief Executive Vice

Qfficer or

and
the

ay
of the and

Vice

iealdoit

iy

Senior

President

Ipaiiy the Authorized.fflceryis direote
.agrcemertts to

cch hereby
behalf

authorized

enpwered
stock

thake and

exeonte
all

and dlivr on greementa
to

of the Company
or certificate of the

option

other

deoumeith
the

deemed

nec

ary

appropriate

or

pedient

fieot

issuance

Reooininended

Options and

FURTflBR Company Company
agreeniets
is

RBSOLrED
authorized
all siieh

that

each

of the Authorized
and directed
all

Officers

of

th

heeby
taicu

einpowererl actioxs

for

and on bthalf of the
other dothnietits
to

other
as

and

exette

such

and

certificates

may be necessary
resolutions

appoprlate

or expedient

caiTy

out the intent

the foregoing

hi

clQsecl

session

witheut

the presence

Of.mangcniont
to

tht

Compensation

Comniitte

reviewed

wlth

the

Botd
tic

the proposed

amendment

Mt Crwtes Employment
meeting of the Board

Agreement

There
approximtholy

being

further business

the

regular

was

adjourned

at

245

p.th

EST

Respectfttlly

submitted

Allen

Marabito

Secretary

of the

Meeting

TRUSTEEOO9461
IJSDC-IDE

04-1565

A322

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 23 of 30

EXEIBITA
Board of Directors Compensation
Cmniittee

New

Hfre

Stock Option

Request

As

pait

of the long4erm
are

stock

options

incentive program used to attract qualifiecl.individunls used as part of an inlividuaPs total cornpensationjackage

to

Coram

This

letter

is to

request

the

Coram

Healthcare

Board of Directors

Compensaion
Vesting

Committee per the 1994

grant options

to-the

following

newly employed

individa1

would

be

Stock Option Plan

Name
Frank
Gerald

Position

Qptions

Geiger Reynolds

Senior

Vice President

Purchasing

50000 25000 5000

Vice President
Director

Cntrol1er

Alex Schott-

Accounting

Plan Suininaiy
Available Grants as

of May 1520Q0

528965

requested

80000
448965

Remaining

available

Please

mdicate your approval

by sigmng below

Stephen Feinberg

Date

Peter

Smith

Date

VV

TRUSTEEOO9462

USDC-DE 04-1565

A323

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 24 of 30

23

1344

cc

91G4t55

IU

1tiU

fl
the
Jthcare

SECOND

AMP11fENT TO EIIPLOVMENTAG

THIS SEQONDAMENDMENTTQ

EMLOSMTAOBEMENT
between

Atucndmenf
De1awar
co

isrnzde

ofAril

2000

byand and

Corn
Crowley

Coipoon

porioi the CcipanyF

Daniel

Exccutivo

CITALS
The Agreaniant eeotiv 1999

Noez 30
c.ollectvey

paes prously made
1999
that

and

executed

that certain

xnp1oymeat
as

was

suhseaaantly

amended

effct.jve

of

November30

the

Employment

Agrement
amend
the

Each ctforthharein

of the

parties

desires

to

Employment

Agieement

as

coycaants ufficicnoy

contairind

herein

od

other

good

and the

valnebc Comp.ny

consideration and the Eectxtivc

the

receipt hereby

and

ofwhidi

-e

hby

acknowIed

agrce

af3lJow

reiTh
follows

The Employment

Agreement

is

hereby

amended

as

dckting

such

Sc.on3b paraeh entirety
ita

of

theE
and

layrnentAgrc.tmcnLaliereby
it

ane.ruind

by

replacing

with

the

following

Jn

addition Incentive the

to

the Bass

Sa1ay
psyable

Executive within 90

shall

be antiUcd of
the

to

performance
fiscal

banu.s

the upon

Easr

clays

end

of each

year

based

measured against level of earnings Conezfs opcratingresults target as established Commlrteeof Ccirams Board of by tExecutic and the Compensation Dbectr befnr of each of the beginning Companys fiscal years during the Employment

Trt

With

respect
shall

to

the
a-s

Companys
follows
If

fiscal

year

ending befbre

December31
inerest taxes
as rncasured

2000
by
the

the

Bonus
ainorti2ation

be

earnings

depreciation audited

EBITDA
siatementa
or exe.reds

of theCoxopany
the

forsuch for
its

ycar
liacal

Enanciai

of

Dcccmhar-3
the Incentive
to

O0
Bjs

Cempany the

yx

ending

equals
to

$14000000
shall

2000
shall

Incentive

Trtr
equal

which

the Executive

be enthied the

be

an

amount Target

25% of the Compa.nya EBJTDA that exc-eed.s rnenth-eBnu shall be paid in cash from Coranis below orfi
In addition
to the

2000

ncenthc
is

The

available term

Pr Cathas
defined

dzflned

9.4rtI.LS the event entivaBonw
tfi

-P
auded

Revolving

Credit Facility

as

that

Jt1O
the

below Company
or as

that

EBFIDA Company

of

the

measured

by

financial

statnienls
shall

of the an

equals

exceeds

S35000000

k4OO

the to

Company

pay
otheis

additional

bonus

the

EBITDA
if any

Bonta
Any
bonus

ofS5000000

the Executive

or

as designated

by Executive

Incentive cxrred

Bonus
by
the

EBITDA

Bonus
under

Success

Bonus

as

defined

below

or

othe

Exeeuthe

any

prevision

of this

Employment

Agre.emct

-1-

CH1irRUsTE

A324

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 25 of 30

APR

22

i345

FR

CGFM

-EflLTtCPF

91S44S2S9

TLI

ZNL

alJ

W4
Crndit

be

pyab

by
cash

the

Coeny
CTre

in

ces
or

of hinds dadv from amounts
dr

ftom

panys
the

available

flow

Cash

wn on

panys
Inc
the Capital facility thai the

Fa

Guarntors

Wtydatcd Auut 20 1992 among the Corn named named therein the Lenders tharein
as

Coram
arid

Foothill
sit

Corporation the Revolving drawn

Agent
Credit

or

any

subsequent

credit

facility

replaces in the

Facility

rovidad

however
ti

cycot

amount

on

the that

Revolving
Is

Credit than

Facility ar the

uch drawn such
as

an amount of
the

greater

65% thcpsrcanl2go
the

ofApdl

62000
for
is

maxirniun
the

ftinds

available

to

Company
under amount
the the

under

credit Credit

facility

axampIe

maximum
and
as

amount
AprJJ

elLable 2300
the

Revolving wee

Facility

S60000G00 Company
individual installments designated

of

drawn

S3.5

Miilio ealgnatcd in

shall

rccfpicn4s over
tife

follows
eleven

50%
for

in cash

on

the

Execut1ve-d due cWe and 50%
event that the

monthly
or the

ext

months any

In the

Fxccqtivc
unpai

.aballbapaidlwpun2
Section the

recipient

terminated

reason

whatsocv

any

cf

the

Employninl
as

Agreennt

is

nera

yarn ended

by

dding

following

provision

to stioh

Section

new
other

Section

33
payable under
receive
this

In addition

to

the

Base

Salazy

and aalJ
is

any
also

bonuses
to

Amanrnert
of

or the Ags-ecrncnt

Executive

be mtitled

Reflncing
Iustmmants as
enu.al

as
that

that

ta
is

upon

consummation

defined

tcmi of

defined

below of the Conipanye Principal Debt bonus the Success below success ouUs
the principal

to

the

greater that are

l.S
the

of

amount

of

The

Principal issued

Debt by
the

Instruments

aorver.ed

mm

common

or preferred

stock

Cumpan
outtenrhng
paid

ot

ii l03o of

toaipriocips1

amount

of

the Principal

Debtrtstnimenis

after

consummat

an

of the

Refinancing of
the

Such

Success

Bonus

ahail

be

inamc4iate

ffrctive

Date

Refinancing

from Free CaiE

or the

Revolv

mtCj
Principal cextaJn

The tarn and

Debt

lr.sntrneot Exchange

shall

mean

the

Revolving
as

CredirFacility

that

Securities

Agrccm.ent Corara
Foothill

dated

of

May
and

199S

as

the amended by end between Goldman Sacha Credit Partrers

Coniparty

LP
mean

Inc

Cethcru.s Cosporation

Partners

L.P

and

Capital

the Series

AandSsBNoteahsuedpursuantthereto
The term Refinancing by
the
shall

transtion
of Directors

or series that

of

related for

transactions the

approved conversion

Companys of some or all of
debt or iasued instnsnpLs

Board
the

pro-viiiss

oither

rincipal

Debt

Instruments

into

combination
stock Into
Lss-1.ie.d

of by

new Company
the

and

shares of
the

ofcomrnon Debt

or preferred Instrumente

Company

the cnlpcrsion

Principal

new debt

instruments

by

the

Company
of and the

SectIon deleting

5a

Braploymeni
it

.A2Tecment
the

is

hcioby

amemled

by

ruth

Section

in

its

entirety

rnplaeing

with

hollowing such
the

The

Company

period

ben

agrees

to the

employ
Effective

and

Executive

accepts
pit

employneni

for

the
the

of

Pa

and ending

third anni

of

LJCRb..EYAI

-2-

RUSTEE

A325

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 26 of 30

I.R

18

OS

2333

345

FR

CE1

JP1_T-t

9ib44

rlr

Effective data

Date
of
this

provided

that resignation

the

Employmcnl
death or

Period

shall

tart

nateprinr

to

such
the
to

upon

Exccutiva

pennanent

disability

defined
is

expiration

ntinucus essential

ariod

perform

fantioat

80 days thring which duties due of lila assigned of

Executive
to

uenblc
or

physical

mnntsl

lrcspacity
prior to

such

ii the EmploymeniPetiod date ifthe Company fulls
wiuich failure has has not

may be
to

terminated

by xecutivc

at

anytime

Agreement
auth

with any material provision comply within 10 business bean cured days by Executive
to the

noncompliance

been

given

Company an
at the

afrei
ill
to the prior

tsnninatcd Employment eiiad may by the Company date for eanse In the absence ofthe occurrence of any of

any time events

such

in

subsections be
the

through rcnewcdf
Effective

iv

of

this

Section

the

Employment
comniencing

Period

shall

automatically of

ddltlona

one

year terms

on

the third anniversary

Section deleting

5d
is to

of

the

Bmloymcnt
it

Agreement
the

Is

hereby

amended

by

Such

Section

in

us

entirety

and

replacing

with

following

TfthcEmployuiantPcdod Executive
pursuant arid/or

terminated

by

the

paragraph
title is

5ail
President

Company other than for Caasc or by if above or Executivs duties
altered othoras
to

responsibi1itie

jot

substantially

from

that

ofChainnan by Section Base

oft-he

Board ChiefExeculive Oieer and
this Agreanieiit thpn

contemplated
suacive his

of and of

Excitiva

shall

be

entitled

Salary

AutomnbjleMJowsnso employment
the

thmuh
effective payroll

the third anniversary

ofthe

date

such

termination

becomes

the

Crimpanys

general

CScyfanaPeriQ payable In accordance with and all bousc practices payable hereunder
herein for

however

denoinina1ed
shall

as described continua

tluoughout Executive

the

Seycrance
the

Period

The
life

Company
insurance

aLso

coverage

under
benefit

Companys

medical

health

disability

and

similar welfare

plans described

in

Scction3d or andes otherplans ncIudhigthathole Executive and by the Company for the benefit ofthe
The
for Executive shall receive the

llfoinsurancepoliy
fully tax

obtained

funded
liability the

by of

the the

Company
Executive Severance

MI

tax gross-up

for

any

such

benefits

and

Automobile

Allowance

throughout

entire

Period

Section the

of

the

Employment
as

Agreement
Section

is

fo lowing
If the

provision

to

such

Section

new
Directors

3k
on

hereby amended

by adding

Executive

and

the

Board

of

concur

the

appointment

of

Chief

Execullve of
the

Ocer
to

and/or
this

President

for the will

Company
iii full

contemplated
force

by Section
affect

Agreement7

Agreement
the terms

remain

and

without than the

modification

airy of
to

and
they
to

conditions

act

forth

herein other

Executives

dirties

the

extent LImited

may ha
that the

assigned

to the

new

chief

executive

occr
and
fall

Inciwihig beriaflt ahail

but not

the

Executives

Ease

Salary bonus

opportimities Officer In

provided
entitled

hcver
to receive the

new Chief Executive
of
tim

and/or

President reasonably

be

portion xeciitive

EBFIDA Bonus

an arno

negotiated

between

amidsuch person

cCH11TRUS1EE
004811

re
tE6

-e-

o44

21Jj QQ
r$bkW1
nnhLO/O

A326

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 27 of 30

AR

es

233

FR

CCRF1

FERLT-

945E

IL

rNcJ

Coinitrparth aach of which
Is

This be anoriinal

n4xntnt tall

may

he

cxccuted taken

in

sapnrat

cmtcxpazls
one and

deernadto

of which

tOSetlierconStitlJ.te

Ihesa.meinsth.unant anianded and

1iellsxaous niployment
provisloiu hcreot the

EDccpt
continue

as in

oxpressly force

by
in

this

Aonndment
with

the the

Agreemani

alisfi

affect Lbs tamis

accordencG

thereof

As

used of

in the
airnilar

Emp1oymnt
import
shsii

Agreent
unless the

hercinaIer
avant of any and

1hercto
rnesrL or

and other words

conteict

otherwise requires
the

Employment Agreement
betweenthe of
tliI9

as

amended by
Lbs

this

Amendment
Employment
conditions

conflict The

inconsislcnoy

tamia and

eonditions

ofthe

Agreement
of this

teims h.afl

and

conditions

Amenijmeni

tms

and

Am

bent

control

IN WIThESS
the deto
first

WtEREOF

the

parties

bercto

have

executed

this

Amendment

as

of

above

written

CORAM JEALTHCARE CORY0RMf ON

EXECUTIVE

ChainnnnofCoznpcns9nittea

By

_____________________________ Compcnsalkn
Committee

L.PctcrSmlth Director

LhcRQWayAlAo

.4

CH1
r.i/ofpo

A327

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 28 of 30

ttju

C408
222.2

xti.iii

i3

CG1

HLTCE

91149C55

ID

Countrtarts cach of
tha

This

wch

Is

dendbe

orgins

n4ent may be ccuted in sparat cotiri1eart.r End au o1wbch taken toethe cnsLflu1c oan
.-

sm hsimit
Micellaeous

Expt
continue

as in

e7cprss2y
full

e.rnended Lnd

by

this

nendmcr
with

the the

mp1oyir
provisions

Agreement As
used

shall
in

forca

effect the 1e3m3

in accord.aijc

thcreo
other

th EmpoymenlAgrcement
shall

hetLinfte
requires rncan or

hcreo
the

ad

words

of sirailarimport as antended and

uness

the

cnt6t
lit

otherwise the event

Emp3ymcnt
cor1dt ions

Agreenent
the

by

this

AnendxnenL of the

of any

conflict

iriconsisency

between of tls

tcms

conditions the tenns

and

Amendml

Eznpyment Areemen and the and conthtons of this Amandmenc

ttnt$

ha11

control

fl the date

WIINESS
above

WEIER2OF
witcn

the paxiie

hcro hase eeeubd

this

i3iendirient

as

of

first

C0PAM

J-tEALThCAE

CORPOATJON

EXECUTIVE

By

__________
Step.ee Finbcrg of

_____

UO
DJel
Crowlcy

2c

ChaL-an

Corncsatp

Cnc

er Smith
Dire.er Compenaiion Commir.ee

CH11 TRUSTEE
004813
TOTP.

A328

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 29 of 30

MiNUTES

OF

TELEPHONIC

MEETING OF

OF THE BOARD OF DIRECTORS

CORAM HEALTHCARE CORPORATION
May 17
2000

telephonic

meeting of the Board
at

of

Directors

of

Coram

Healthcarc
in

Corporation thetneeting Executive

the were

Company
the following and President
Peter

was convened
Directors

approximately

905

am MDT
of
the

Participating

Daniel

Crowley Chairman
.1

Board

Chief

Officer

Donald

AæmralWilliam
Chief

Casey

Stephen Vice

Feinberg and Sandra
President Scott

Smoley
Senior

Smith was absent Allen
Finance Ponzio and

Marabito Executive
Accounting President Secretary and

Danitz Vice

Vice

President

Officer

John

McIntyre and Scott
in

President

Treasiiry
Vice President
Christina

Jr

Senior Vice and

Human Resources
also
participated

Larspn Senior
In addition Eric

General

Counsel

the

meeting

Morrison of Chanin

Michael Levitt
Capital

Otu

Hughes

of

Deutsche
of

Banc

Alex Brown Benson
of the

Scrbggins

Partners
in the

and

David

Friedman

Kasowitz
as

Torres

Friedman
and

LLP

also participated

meeting

Mr

Crowley acted

Chairman

meeting

Mr

Larson kept the minutes

REVIEW
The
meeting theBoard meeting of

AND APPROVAL OF
fist the prior item

M\UThSROM
was
held on review April duly and

PRIOR

MEJ1G
of the minutes

of bUsiness

consideration Draft and

from

the to

Board of Directors
to the

2000 made

minutes

had

been

circulated

meeting

Upon
as

motion piesented

seconded

the minutes

from such

were unanirnous1y

approved

CPS AUCTION
was

UPDATE
that the

It

reported
for the

Company
of
the

had
assets the

reached of
the

an

agreement

with
Corar.t

GTCR
being

Golder Rauner Services

LLC on
business Board

price

purchase
the

Companys

Prescription

CPS
reported

and

that

terms
the

of

asse purchase
outstanding
transaction

agreement.were
issues that

finalized negotiated
to
its

The

was given

summary
that at

of

remaining terms

were being
presented
in

Ms
form
to

Morrison Opinion would

the general

of the

had
that the

been

the Fairness current

Committee
gain the

Deutsche
of
status the

Bane

Alex

Brown The

and

transaction given

approval
the

committee
the

Board was
ans%\eN

then

the opportunity

ask

questions regarding

tranactioi

and

ere

pro1dcd

FINANCIAL

UPDATE

Subsequently
that

Mr
to

Datitz

was
of

invted

to

lead
prior

discussion
to

of

the

financial

information

was

distributed

the

Board
results

Directors presented

the

meeting amounts

Various recorded before
as

comparisons
gross profit taxes

betleen
salaries

budgeted
costs of

and

actual

were

including
as

supplies

and

operating

income

vell

as

earnings

interest

COR.EQTy

0014743

A329

Case 1:04-cv-01565-SLR

Document 124-11

Filed 04/17/2007

Page 30 of 30

Minutes

of

the

Board of Directors

Mayll2000
Page

depreciation descriptions

and

amortization cost taken

of goodwill

EBITDA
salary

The
head

presentation count

also

included

of various
that

reduction to

initiatives

and

reductions

and

other

measures

had

been

improve the Companys Halthcare

financial

performance
including the

The

settlement

of

the

litigation

with

Aetna

U.S

was

also

discussed

impact

of such
the

settlement financial

on

the

Companys
occurred
that to

fitiancial

statements duiing.the period

CompatisOns
first

were also made between 1999 and
the
first

performance Items
that

of the Company
in

quarter

of

quarter

of

2000
Incentive

euch

such accrued of

were highlighted
the
first

including the as

the year

Management 2000
The

Plan then
as

bonuses turned

were

during the

quarter sheets

discussion

comparisons

Companys

balance

of December 31

1999

and

of

March
incurred

31
and

000

Various

aspects

of the balance

sheet

were discussed including
credit facility

.long-term

debt

amounts paid against the CompanyS

revolving

Next
reported describing the that the

presentation
net

was

made
S2.6 of

describing million

the

Comp